Voting Terms Sample Clauses

Voting Terms. (a) During the term of this Agreement, Roff shall have the right to vote all the capital shares of the Companx xxth voting rights, including but not limited to the Common Stock and Preferred Stock of the Company, owned either directly or indirectly by the Shareholder ("Securities") as specified on the attached Schedule A hereto (including all Securities issued as dividends or distributions in respect thereof and as adjusted to reflect splits, combinations and conversions of the Securities as a result of the change in par value, merger, combination, exchange or otherwise), on all matters presented to the vote of the shareholders of the Company, either as separate classes or together as a single class, as Roff determines in his sole discretion; provided, however, that this Axxxxment shall not grant to Roff the right to vote the Securities in connection with any transactixx xr contract between the Company and one or more of the Company's directors or officers, or between the Company and any other entity in which one or more of the Company's officers or directors is an officer or director or has a financial interest. The right to vote the Securities during the term of this Agreement is given irrevocably by Shareholder. Notwithstanding the forgoing, the Securities are subject to an option granted by the Shareholder to Roff of even date herewith, and it is agreed by the parties hereto, thxx xo the extent the option is exercised by Roff, the number of Securities to which this Agreement applies and repxxxxnted by the option shares will be decreased. (b) For purposes of clarification, and not as a limitation, the right to vote the Securities shall extend to all matters presented to the shareholders of the Company including approvals of mergers, combinations, and acquisitions regardless of whether the Company is the surviving entity, reorganizations, recapitalizations, reclassifications, stock splits or exchanges, stock dividends, combinations of the capital securities of the Company, any change in the rights and privileges of the capital securities of the Company, any amendments to the certificate of incorporation of the Company and the election of directors. (c) The term Company will include any successor to the Company by means of merger, combination or exchange.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Voting Terms. (a) So long as (i) Xxxxxx is employed as the President of the Company or (ii) Xxxxxx and Xxxxx together beneficially own five percent (5%) or more of all the Voting Securities (as defined herein), then Xxxxxxxx shall use its best efforts to nominate Xxxxxx for election as a director or appoint Xxxxxx as a director of the Company and vote all of its Voting Securities for Xxxxxx in an election of directors by the stockholders. Xxxxxxxx shall not vote any of its Voting Securities for the removal of Xxxxxx as a director, except in the event Xxxxxx is being removed for "cause." (b) So long as Xxxxxxxxxxx and Xxxxxxx together beneficially own five percent (5%) or more of all the Voting Securities, then each of Robert, Ellen, and Xxxxxxxx shall use its best efforts to nominate Xxxxxxxxxxx and Xxxxxxx for election as a director or appoint either of them as a director of the Company and vote all their Voting Securities for Xxxxxxxxxxx and Xxxxxxx in an election by the stockholders. Xxxxxx, Xxxxx and Xxxxxxxx shall not vote any of their Voting Securities for the removal of either Xxxxxxxxxxx or Xxxxxxx as a director, except in the event either of them is being removed for "cause." (c) So long as MRCo. beneficially owns five percent (5%) or more of all the Voting Securities, then each of Xxxxxx, Xxxxx and Xxxxxxxx shall use its best efforts to nominate for election or appoint as a director of the Company a person selected by MRCo. and vote all their Voting Securities for such nominee in an election of directors by the stockholders. Xxxxxx, Xxxxx and Xxxxxxxx shall not vote any of their Voting Securities for the removal of the director nominee of MRCo., except in the event the person is being removed for "cause." MRCo. agrees that any person nominated by it for election or appointment as director will be reasonably acceptable to the majority of the then sitting board of directors of the Company, which approval will not be unreasonably withheld and when withheld only upon written notice to MRCo. by the board of directors stating their specific objections to the nominee. Such notice shall be sent to
Sample 1

Related to Voting Terms

  • Controlling Terms In the event of any conflict or inconsistency between the terms of this Section 5 and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall govern.

  • Governing Terms Section 2.2 is amended by deleting the last sentence of the section and replacing it with the following: “Any inconsistency between any terms of this Master Agreement and any terms of the Confirmation Agreement or terms of the Collateral Annex, as may be modified in this Confirmation Agreement, shall be resolved in favor of the terms of this Confirmation Agreement or such Collateral Annex.”.

  • CONFLICTING TERMS In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control.

  • Surviving Terms The provisions set forth in the following sections, and any other rights or obligations of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement (including, without limitation, Section 9 (Confidentiality), Section 8 (Fees; Payment Terms), Section 10 (Term and Termination), Section 12 (Indemnification), Section 13 (Limitations of Liability) and Section 15 (Miscellaneous)).

  • Remaining Terms Except as stated herein, all other terms and conditions of the Agreement remain in full force and effect.

  • Accounting Terms All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) ("GAAP").

  • Shipping Terms All deliveries will be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. 8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the Contractor’s until final inspection and acceptance when responsibility will pass to the Purchasing Entity except as to latent defects, fraud, and Contractor’s warranty obligations.

  • Definitions and Accounting Terms Section 1.01.

  • Accounting Terms and Determinations Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared, in accordance with GAAP.

  • Accounting Terms and Principles (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!