Voting Restrictions Clause Samples

Voting Restrictions. Section 3.01 Voting of Corner Store Common Stock. 23

Voting Restrictions a. Stockholder understands and agrees that if Stockholder attempts to vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Liquidia shall not, and Stockholder hereby unconditionally and irrevocably instructs Liquidia to not, record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. b. Except as otherwise permitted by this Agreement, Stockholder will not commit any act that restricts Stockholder’s legal power, authority and right to vote all of the Shares or otherwise prevent or disable Stockholder from performing any of Stockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement, Stockholder will not enter into any voting agreement with any person with respect to any of the Shares, grant any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person limiting or affecting Stockholder’s legal power, authority or right to vote the Shares in accordance with this Agreement.

Voting Restrictions. On all matters (including, without limitation, the election of directors), other than Fundamental Matters (as defined below), a Dominant Shareholder (as defined below) shall not be entitled independently to vote, or consent with respect to, in excess of 46.55% of the voting power of the outstanding voting stock of the corporation, and all other shares of the voting stock held by a Dominant Shareholder shall be voted, or consented with respect to, in proportion to the way in which the other shareholders of the corporation who are not affiliated with a Dominant Shareholder vote or consent their respective shares of the voting stock. In addition, a Dominant Shareholder shall not be permitted to use its voting power in the corporation to initiate a Fundamental Matter, or otherwise seek or propose to amend the governing documents of the corporation or any of its subsidiaries, or the operating agreement of ATC Holdco LLC, to provide voting or consent rights with respect to a matter that does not, as of November 4, 2015, require a vote or consent of the shareholders of the corporation, or require a vote or consent of the members of ATC Holdco LLC, as applicable. Notwithstanding the foregoing, the voting limitation on a Dominant Shareholder set forth in the paragraph above shall not operate or be applied in a manner that would provide another shareholder (or affiliated group of shareholders) of the corporation with voting power in excess of the voting power of a Dominant Shareholder. To the extent that the limitation set forth in the preceding sentence shall apply, the shares that would have been voted in excess of such voting power shall be voted, or consented with respect to, by such Dominant Shareholder in proportion to the way in which the other shareholders of the corporation vote, or consent with respect to, their respective shares of voting stock. For the avoidance of doubt (1) all shares shall be voted and (2) the reference to “other shareholders of the corporation” in the preceding sentence shall exclude (i) any shareholders affiliated with the Dominant Shareholder and (ii) any shareholder (or affiliated group of shareholders) that has or would have voting power in excess of the voting power of a Dominant Shareholder. For purposes of this paragraph, the voting power of a shareholder shall include any shares voted or consented (or to be voted or consented) by a Dominant Shareholder in the way in which such shareholder votes.

Voting Restrictions. (a) ▇▇. ▇▇▇▇▇ agrees to vote the shares of Common Stock or Class A Common Stock Beneficially Owned by him to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement. (b) The Stockholders agree to vote any shares of Common Stock or Series B Preferred Beneficially Owned by the Stockholders to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement.

Voting Restrictions. (a) From the Closing Date until the first date on which XM Ventures and the Significant Stockholders hold less than 15% of the then outstanding shares of AMSC Common Stock (the "Mirror Voting Period"), XM Ventures and each Significant Stockholder shall, with respect to any vote or consent by the holders of AMSC Common Stock on any matter, be present in person or represented by proxy at any meeting of the AMSC stockholders to consider such matter, and shall vote such shares of AMSC Common Stock held by them, or sign any such consent, in proportion to the votes or consents of all other AMSC stockholders voting on or consenting to such matter. (b) Following the expiration of the Mirror Voting Period, XM Ventures and the Significant Stockholders shall vote the AMSC Common Stock held by XM Ventures and the Significant Stockholders, respectively, as each determines in its own discretion.

Voting Restrictions. Each of Thomson and Thomson-Reuters agree that it shall procure that no voting rights for the time being attaching to any shares in the other beneficially owned by it, or any of its Subsidiaries, are exercised on any resolution put to any shareholders meeting of the other.

Voting Restrictions. In accordance with the terms of existing obligations of the Company and Thermo, Thermo shall not exercise any right to vote the Shares or the Additional Shares in the election of directors of the Company as long as Thermo and its affiliates own 70% or more of the Common Stock of the Company.

Voting Restrictions. (a) During the Standstill Period (as defined in Article IV), the Stockholder shall, and shall cause its Affiliates to, (i) so long as the Board includes at least one Stockholder Director, vote all of their Company Common Stock in favor of nominees or Directors designated by the Board, or any committee thereof, not in violation of Article II and (ii) on votes relating to other matters, either, in Stockholder's sole discretion, (x) vote all of their shares of Company Common Stock as recommended by the Board or (y) in proportion to the votes cast with respect to the shares of Company Common Stock not owned by the Stockholder and its Affiliates. (b) Notwithstanding Section 3.01(a) and except as provided in Section 4.04, the Stockholder and its Affiliates may, in connection with any required vote of the Company's stockholders, vote their shares of Company Common Stock at their discretion with respect to (i) any amendments to the Company's Restated Certificate of Incorporation, (ii) any recapitalization, restructuring or similar transaction or series of transactions involving the Company, (iii) any dissolution or complete or partial liquidation, or similar arrangement, of the Company, (iv) any merger, consolidation or other business combination of the Company, (v) any issuance of any shares of Company Common Stock, or (vi) any sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person, which, in the case of clause (ii), (iv) or (v), results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in the case of clause (i), either results in any one Person or Group of Persons becoming the beneficial owner, directly or indirectly, of more than 50% of the outstanding Company Common Stock or, in any way, affects the Holders adversely in a manner different from the other holders of Company Common Stock.

Voting Restrictions. Each party agrees that it shall procure that no voting rights for the time being attaching to any Ordinary Shares in the other party beneficially owned by it, or by any member of its Group, are exercised on any resolution put to any shareholders meeting of the other party.