Voting Rights and Powers. Except as otherwise provided in this Restated Certificate of Incorporation or required by law, with respect to all matters upon which stockholders are entitled to vote, the holders of the outstanding shares of Class A Common Stock shall vote together with the holders of any other outstanding shares of capital stock of the Corporation entitled to vote, without regard to class, and every holder of outstanding shares of Class A Common Stock shall be entitled to cast thereon one vote in person or by proxy for each share of Class A Common Stock standing in his name. The holders of shares of Class A Common Stock shall have the relevant class voting rights set forth in Article IX. Except as otherwise required by law, the holders of outstanding shares of Class B Common Stock shall not be entitled to any votes upon any questions presented to stockholders of the Corporation, including but not limited to, whether to increase or decrease (but not below the number of shares then outstanding) the number of authorized shares of Class B Common Stock.
Voting Rights and Powers. All voting or other such consensual rights and powers transfer to the Lender. The Lender will not exercise any voting or other such consensual rights or powers under the terms of this Agreement.
Voting Rights and Powers. Except as otherwise provided in this Certificate of Incorporation or required by law, with respect to all matters upon which stockholders are entitled to vote, the holders of the outstanding shares of Common Stock and the holders of any outstanding shares of Class B Common Stock shall vote together with the holders of any other outstanding shares of voting capital stock of the Corporation, without regard to class, and every holder of outstanding shares of Common Stock shall be entitled to cast thereon one vote in person or by proxy for each share of Common Stock standing in his name, and every holder of the outstanding shares of Class B Common Stock shall be entitled to cast thereon ten votes in person or by proxy for each share of Class B Common Stock standing in his name. The holders of shares of Common Stock and Class B Common Stock shall have the relevant class voting rights set forth in Article XIV.
Voting Rights and Powers. The Voting Trustee shall exercise his voting rights and powers under this Agreement by voting all of such Shareholder in the discretion of the Voting Trustee on all matters on which holders of the Corporation's common stock may vote.
Voting Rights and Powers. (a) In accordance and only in accordance with the terms of this Section 3.1, the Operator Stockholders hereby grant the Voting Trustee and the Voting Trustee shall have full power and authority to vote in person or by proxy all of the Shares at all meetings of the stockholders of the Company or to give written consents in lieu of voting such Shares in respect of any and all matters on which the stockholders of the Company are entitled or required by statute or otherwise to vote or consent, other than the election and removal of directors (each, a "Proposal").
(b) Without limiting the generality of Section 3.1(a), the Voting Trustee shall vote such Shares in accordance and only in accordance with this Section 3.1 for, or in ratification of, or against, any amendment to the Amended and Restated Certificate of Incorporation or By-laws of the Company, any recapitalization, reorganization, increase or reduction of capital or shares, merger, consolidation, partial or total liquidation, dissolution or any sale or mortgage of assets, in whole or in part, of the Company.
(c) Upon receipt of notice of any Proposal, the Voting Trustee shall notify promptly each of the Operator Stockholders of such Proposal (the "Proposal Notice"). The Proposal Notices shall be prepared by the Company or, in the case that the Company has not approved the Proposal, by the stockholder making such Proposal and shall include the text of each Proposal and a ballot (each, a "Proposal Ballot" and collectively, the "Proposal Ballots"), which shall also be prepared by the Company, on which each Operator Stockholder may indicate whether he votes to approve or disapprove each Proposal. Each Operator Stockholder shall be entitled to that number of votes on each Proposal as the number of votes to which the Shares beneficially owned by such Operator Stockholder are entitled. The Proposal Notice shall request each Operator Stockholder to return the Proposal Ballot to the Voting Trustee promptly, but in any event such that the Ballot shall be received not later than twenty days following the date of mailing of the Proposal Notice (the "Proposal Determination Date").
(d) Within two business days following the Proposal Determination Date, the Voting Trustee shall review the Proposal Ballots and tabulate the number of Shares voted to approve or disapprove each Proposal. If the number of votes to approve a Proposal is greater than fifty percent (50%) of the total number of possible votes represented by a...
Voting Rights and Powers. The Lender shall have the sole and exclusive right and authority to exercise any voting or other such consensual rights and powers. The Lender does not intend to exercise any voting or other such consensual rights or powers but explicitly retains the right to do so under the terms of this Agreement.
Voting Rights and Powers. Until such time as the Option Agreement expires or the Voting Trustee mails a notice indicating his desire to terminate this Agreement, the Voting Trustee shall have full, exclusive and unqualified right and power to vote, and to execute consents with respect to, the Shares from and after the date hereof, for any purpose, whether ordinary or extraordinary, including all matters as to which a vote or consent of shareholders may be required by statute or otherwise. Without limiting the generality of the foregoing, the Voting Trustee may vote the Shares for or in ratification of, or against, the election of directors including the election of himself as a director, the appointment of auditors, any amendment to the certificate of incorporation or the bylaws, any recapitalization, reorganization, merger, consolidation, liquidation, dissolution, or any sale, lease or exchange of all or substantially all of the assets of the Company. The LLCs shall be bound by any such vote as if made by them directly and shall have no right to demand an appraisal of the Shares in any circumstances or object to any such transaction, all of which rights are hereby waived.
Voting Rights and Powers. Until such time as the Voting Trustee mails a notice indicating his desire to terminate this Agreement or all of the Shares held by the Stockholders are sold in a transaction approved by the Voting Trustee, the Voting Trustee shall have full, exclusive and unqualified right and power to vote, and to execute consents with respect to, the Shares from and after the date hereof, for any purpose, whether ordinary or extraordinary, including all matters as to which a vote or consent of shareholders may be required by statute or otherwise; provided, however, that in the event that the Sellers obtain the approval of the Voting Trustee to sell any of the Shares the Voting Trustee’s right to vote any shares sold shall terminate but shall remain with respect to those Shares not sold. Without limiting the generality of the foregoing, the Voting Trustee may vote the Shares for or in ratification of, or against, the election of directors including the election of himself as a director, the appointment of auditors, any amendment to the certificate of incorporation or the bylaws, any recapitalization, reorganization, merger, consolidation, liquidation, dissolution, or any sale, lease or exchange of all or substantially all of the assets of the Company. The Sellers shall be bound by any such vote as if made by them directly and shall have no right to demand an appraisal of the Shares in any circumstances or object to any such transaction, all of which rights are hereby waived.
Voting Rights and Powers. (i) The Holders of Series C Preferred Stock shall be entitled to the number of votes equal to the number of shares of Class A Common Stock into which such shares of Series C Preferred Stock could be converted on the record date for the vote or consent of stockholders or, if no record date is established, at the date such vote is taken or any consent of stockholders solicited, and shall have voting rights and powers equal to the voting rights and powers of the Class A Common Stock on an as-converted basis on all matters brought before the stockholders of the Company.
(ii) The Holders of Series C Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the Company's by-laws and applicable law and shall vote together with holders of the Common Stock as a single class upon any and all matters submitted to a vote of stockholders, except those matters required by law or this Certificate of Designation to be submitted to a class vote.
(iii) Notwithstanding the foregoing, any Holder of the shares of the Series C Preferred Stock may deliver to the Company a notice requesting termination of the voting rights provided in Section 6(a)(i) and (ii) of this Certificate of Designation, except voting rights on those matters required by law or this Certificate of Designation to be submitted to a class vote. Immediately following receipt of such notice, the Holders of shares of Series C Preferred Stock shall have no voting rights, except as required by Delaware law and as hereinafter provided.
Voting Rights and Powers. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of the Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of the Common Stock standing in his/her name.
