Voting Share. ..............1(w).......................4 AMENDED AND RESTATED RIGHTS AGREEMENT This Amended and Restated Rights Agreement ("Agreement") made and entered into as of the 5th day of September, 1991, by and between California Amplifier, Inc., a Delaware corporation (the "Company"), and Manufacturers Hanover Trust Company, is hereby amended and restated as of September 5, 2001, by and between the Company and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), the successor-in-interest to Manufacturers Hanover Trust Company.
Voting Share. The Trustee, as the holder of record of the Voting Share, shall be entitled to all of the Voting Rights, including the right to consent to or to vote in person or by proxy the Voting Share, on any matter, question or proposition whatsoever that may properly come before the shareholders of the Parent at a Parent Meeting or in connection with a Parent Consent (in each case, as hereinafter defined). The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to section 7.15 hereof, the Trustee shall exercise the Voting Rights only:
Voting Share. The Holder shall be entitled to all of the Voting Rights, including the right to consent to or to vote the Voting Share in person or by proxy, on any matter, question or proposition whatsoever that may properly come before the shareholders of the Parent at a Parent Meeting or in connection with a Parent Consent (in each case, as hereinafter defined). The Voting Rights shall be and remain vested in and exercised by the Holder.
Voting Share. 30 1.88 Winter Capability. . . . . . . . . . . . . . . . . . . . ..30 1.89 Winter Period. . . . . . . . . . . . . . . . . . . . . . ..31 1.90 10-Minute Spinning Reserve . . . . . . . . . . . . . . . ..31 1.91 10-Minute Non-Spinning Reserve . . . . . . . . . . . . . ..32 1.92 30-Minute Operating Reserve. . . . . . . . . . . . . . . ..33 1.93 33rd Amendment . . . . . . . . . . . . . . . . . . . . . ..34 1.94
Voting Share. (a) Issuance and Ownership of the Voting Share. Immediately following approval by the Shareholders of the creation and issuance of the Voting Share, Pubco shall issue to and deposit with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of the Holders and in accordance with the provisions of this Agreement in consideration for the payment by the Trustee of $1.00 (the receipt and sufficiency of which is hereby acknowledged) for and on behalf of the Holders. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall:
Voting Share. 6.2.3 Notwithstanding anything contained in this Agreement to the contrary, upon consummation of the Share Exchange, and without any action by the Registered Holder thereof, each Registered Holder of Warrants (whether selling pursuant to Section 6.2.1 or 6.2.2) shall cease to have any rights with respect to the Warrants other than the right to receive the Consideration (as it may be adjusted pursuant to Section 6.2.2).
Voting Share. Seagate Cayman Holdings shall be entitled to all of the ------------ Voting Rights, including the right to consent to or to vote in person or by proxy the Voting Share, on any matter, question or proposition whatsoever that may properly come before the stockholders of Seagate Software at a Seagate Software Meeting or in connection with a Seagate Software Consent.
Voting Share. (a) Issuance and Ownership of the Voting Share. US Co hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreement. US Co hereby acknowledges receipt from the Trustee as the trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) and $1 in hand paid for the issuance of the Voting Share by US Co to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall:
Voting Share. Each Company Voting Share that is owned by KKR, Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent or KKR issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued and fully paid “Voting Share” of the Surviving Company with the rights detailed in the Company Operating Agreement.
Voting Share. 5 1(x).................. 15
