Appears in 148 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 172, LLC), Limited Liability Company Operating Agreement (Masterworks 151, LLC), Limited Liability Company Operating Agreement (Masterworks 288, LLC)

Appears in 101 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 139, LLC), Limited Liability Company Operating Agreement (Masterworks 140, LLC), Limited Liability Company Operating Agreement (Masterworks 131, LLC)

Voting. (a) ~~Each Voting Share~~ The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof), (ii) for the removal of Trustees in accordance with Section 3.2(b) hereof, (iii) on certain amendments to this Trust Instrument enumerated in Section 9.6 hereof, (iv) with respect to such additional matters relating to the Trust as may be ~~entitled~~ required by the 1940 Act, or (v) as the Trustees may consider necessary or desirable. (b) On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and ~~shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares~~ Classes shall vote together as a single ~~class on all matters submitted for approval~~ class; provided, however, that: as to any matter (i) with respect to which a separate vote of ~~Members. Upon~~ one or more Series or Classes is required by the ~~issuance~~ 1940 Act or by action of the ~~Class B Ordinary~~ Trustees in establishing and designating the Series or Class(es), such requirements as to a separate vote by such Series or Class(es) shall apply in lieu of all Shares ~~in exchange for~~ of all Series and Classes voting together, and (ii) which does not affect the ~~Prior Interests~~interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote. In general, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote; provided, however, on any matter submitted to a vote of Shareholders, the ~~Class B Ordinary~~ Trustees may determine, without the vote or consent of Shareholders (except as required by the 1940 Act), that each dollar of Net Asset Value (number of Shares owned times Net Asset Value per Share of the Trust, if no Series shall ~~constitute Voting Shares and~~ have ~~the right~~ been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which ~~the Members~~ such Shares are entitled to vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act~~ and each fractional dollar amount shall be entitled to ~~and shall constitute one (1)~~ a proportionate fractional vote. ~~Upon~~ Without limiting the power of the Trustees in any ~~issuance of any Class A Ordinary Shares~~way to designate otherwise in accordance with the preceding sentence, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, Trustees hereby establish that each ~~Member~~ whole Share shall be entitled to ~~cast a number of votes equal~~ one vote as to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which ~~the Class A Members are~~ it is entitled ~~or required~~ to vote ~~hereunder~~ and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or ~~pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum~~ by proxy or in any manner provided for in the ~~total number of votes available~~ By-laws or ~~required hereunder~~ as determined by the Trustees. A proxy may be given in writing, electronically, by telephone, by telecopy, or ~~pursuant to~~ in any other manner provided for in the ~~Delaware Act~~By-laws or as determined by the Trustees. ~~Once the Masterworks Shares, if any,~~ Until Shares are ~~Transferred to any Person who is not an Affiliate of the Administrator~~issued, the ~~Masterworks Shares shall thereafter have~~ Trustees may exercise all ~~voting~~ rights ~~that~~ of Shareholders and may take any ~~other Voting Shares held~~ action required or permitted by ~~any Class A Member have hereunder~~ law, this Trust Instrument or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the ~~following actions~~By-laws of the Trust to be taken by Shareholders. A Shareholder may authorize another Person or Persons to act for such Shareholder as proxy by transmitting or authorizing in writing, ~~except as otherwise~~ electronically, by telephone, by telecopy or other electronic transmission to the Person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the Person who will be the holder of the proxy to receive such transmission, provided that any such writing or other transmission must either set forth ~~herein: (i) acquiring any additional material assets,~~ or be submitted with information from which it can be determined that the writing or other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into transmission was authorized by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the OfferingShareholder. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 99 contracts

Samples: Trust Agreement (American Funds U.S. Small & Mid Cap Equity Fund), Agreement and Declaration of Trust (Capital Group Fixed Income ETF Trust), Agreement and Declaration of Trust (American Funds College Target Date Series)

Voting. The Shareholders shall have power to vote only: (a) ~~Each Voting Share shall~~ for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof); (b) with respect to any contract entered into pursuant to Article V to the extent required by the 1940 Act; (c) with respect to termination of the Trust or a Class thereof to the extent required by applicable law; and (d) with respect to such additional matters relating to the Trust as may be ~~entitled to and shall constitute one (1) vote. Except as otherwise set forth in~~ required by this ~~Agreement~~Trust Instrument, the ~~Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance~~ By-laws or any registration of the ~~Class B Ordinary Shares in exchange for~~ Trust as an investment company under the ~~Prior Interests~~1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Notwithstanding any other provision of this declaration, ~~the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote~~ on any matter ~~on which~~ submitted to a vote of Shareholders, unless the ~~Members are~~ Trustees determine otherwise, all Shares of all Classes then entitled to vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act and~~ shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Actaggregate, provided, however, that: (a) as to any matter with respect to which a separate vote of any Class is required by the 1940 Act or other applicable law or is required by attributes applicable to any Class, such requirements as to a separate vote by that Class shall apply; (b) unless the Trustees determine that this clause (b) shall not apply in a particular case, to the extent that a matter referred to in clause (a) above affects more than one Class and the interests of each such Class in the matter are identical, then the Shares of all such affected Classes shall vote as a single class; and (c) as to any matter which does not affect the interests of a particular Class, only the holders of Shares of the one or more affected Classes shall be entitled to vote. A Shareholder of each Class shall be entitled to one vote for each Share of such Class on any matter on which such Shareholder is entitled to vote. A Shareholder of each Class shall be entitled to a proportionate fractional vote for each fractional Share of such Class on any matter on which such Shareholder is entitled to vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. A proxy may be given in writing, by telefax, other electronic means or in any other manner provided for in the By-laws. Anything in this Trust Instrument to the contrary notwithstanding, in the event ~~that the Delaware Act or any other law requires that such Shares that are Beneficially Owned~~ a proposal by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares anyone other than the ~~Initial Member~~ officers or Trustees of the Trust is submitted to a vote of the Shareholders of the Trust or one or more Classes thereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any ~~Affiliate~~ of the ~~Initial Member. (g) Any member that beneficially owns 5% or more~~ By-laws of the ~~Class A shares (excluding shares beneficially owned~~ Trust to be taken by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited MemberShareholders.

Appears in 52 contracts

Samples: Agreement and Declaration of Trust (FT Vest Hedged Equity Income Fund: Series A4), Agreement and Declaration of Trust (FT Vest Total Return Income Fund: Series A4), Agreement and Declaration of Trust (FT Vest Total Return Income Fund: Series A3)

Appears in 34 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 056, LLC), Limited Liability Company Operating Agreement (Masterworks 053, LLC), Limited Liability Company Operating Agreement (Masterworks 055, LLC)

Voting. (a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A ~~Shares~~ ordinary shares issued to any Affiliate of the Administrator pursuant to the ~~Management~~ Administrative Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~ Painting and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Painting; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; (iv) amending, waiving or failing to comply with any material provision of this Agreement or the Administrative Services Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (v) amending the Administrative Services Agreement. (e) ~~The Company will own~~ If the ~~Artwork~~ Board of Managers determines in its sole discretion that a Liquidity Option (as defined below) for ~~an indefinite period and may sell~~ the ~~Artwork at any time following~~ Class A ordinary shares does not exist on the seven-year anniversary of the final closing of the Offering. , the Company will use commercially reasonable efforts to sell the Painting as soon as reasonably practicable, but not later than the ten-year anniversary of the final Closing of the Offering. A “Liquidity Option” shall refer to a means by which U.S. holders of Class A ordinary shares can monetize their investment in the Class A ordinary shares: (fa) ~~In any vote~~ through an alternative trading system, or ATS, as defined in SEC Regulation ATS, a bulletin board connecting potential buyers with potential sellers in compliance with SEC guidelines, brokerage transactions or other means reasonably expected to provide Class A shareholders with an ability to sell their Class A ordinary shares on a continuous or episodic basis; (b) pursuant to a repurchase offer or tender offer, effected in compliance with applicable securities laws; or (c) pursuant to a best efforts secondary offering qualified by the SEC pursuant to Regulation A or similar rules in effect at such time, which secondary offering shall be filed with the SEC not later than three months following such seven-year anniversary. The obligation to effect a sale of the Painting in the absence of a Liquidity Option can only be waived by the holders of a majority of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial MemberShares. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 27 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 014, LLC), Limited Liability Company Operating Agreement (Masterworks 016, LLC), Limited Liability Company Operating Agreement (Masterworks 010, LLC)

Voting. ~~(a) Each Voting Share~~ The vote upon any resolution submitted to any meeting of Holders of Securities with respect to which such meeting is being held shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter by written ballots on which ~~the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and~~ shall be ~~entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares,~~ subscribed the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time signatures of such ~~vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement,~~ Holders of Securities or ~~otherwise required~~ of their representatives by proxy and the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. principal amount (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the ~~total number~~ case of ~~votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares~~Original Issue Discount Securities or, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the ~~same proportion as the Voting Shares~~ case of Securities which provide that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and an amount other than the ~~ownership~~ face amount thereof will or may be payable upon the maturity thereof or upon a declaration of ~~any equity or membership interests of any subsidiary~~ acceleration of the ~~Company which owns or holds the Artwork; (ii) conducting any business activities~~maturity thereof, ~~except for activities relating~~ such principal amount to ~~its direct or indirect investment~~ be determined as provided in the ~~Artwork~~ definition of "Outstanding" in Section 1.1) and ~~the ownership, maintenance and promotion~~ number or numbers or other distinguishing symbol or symbols of such Securities held or represented by them. The permanent chairman of the ~~Artwork~~ meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the ~~eventual Sale~~ secretary of the ~~Artwork; and (iii) incurring any material loans or material borrowing arrangements to~~ meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be ~~entered into~~ prepared by the ~~Company~~ secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as ~~a debtor other than those incidental to~~ provided in Section 6.7. The record shall show the ~~direct or indirect investment~~ principal amount of the Securities (in the ~~Artwork and the ownership, maintenance and promotion~~ case of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, thatOriginal Issue Discount Securities or, in the ~~event~~ case of Securities which provide that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares an amount other than the ~~Initial Member~~ face amount thereof will or ~~any Affiliate~~ may be payable upon the maturity thereof or upon a declaration of acceleration of the ~~Initial Member. (g~~maturity thereof, such principal amount to be determined as provided in the definition of "Outstanding" in Section 1.1) ~~Any member that beneficially owns 5%~~ voting in favor of or ~~more~~ against any resolution. The record shall be signed and verified by the affidavits of the ~~Class A shares (excluding shares beneficially owned~~ permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the Trustee to be preserved by ~~Masterworks) may provide~~ the ~~Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated~~Trustee, the ~~date such notice is received by~~ latter to have attached thereto the ~~Company) such Member~~ ballots voted at the meeting. Any record so signed and verified shall be ~~subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ conclusive evidence of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Membermatters therein stated.

Appears in 14 contracts

Samples: Indenture (Newmont Usa LTD), Indenture (Newmont Mining Corp /De/), Subordinated Debt Indenture (Ahold Finance Usa Inc)

Voting. (a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A ~~Shares~~ ordinary shares issued to any Affiliate of the Administrator pursuant to the ~~Management~~ Administrative Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~ Painting and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Painting; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; (iv) amending, waiving or failing to comply with any material provision of this Agreement or the Administrative Services Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (v) amending the Administrative Services Agreement. (e) ~~The Company will own~~ If the ~~Artwork~~ Board of Managers determines in its sole discretion that a Liquidity Option (as defined below) for ~~an indefinite period and may sell~~ the ~~Artwork at any time following~~ Class A ordinary shares does not exist on the ten-year anniversary of the final closing of the Offering. , the Company will use commercially reasonable efforts to sell the Painting as soon as reasonably practicable, but not later than the twelve-year anniversary of the final Closing of the Offering. A “Liquidity Option” shall refer to a means by which U.S. holders of Class A ordinary shares can monetize their investment in the Class A ordinary shares: (fa) ~~In any vote~~ through an alternative trading system, or ATS, as defined in SEC Regulation ATS, a bulletin board connecting potential buyers with potential sellers in compliance with SEC guidelines, brokerage transactions or other means reasonably expected to provide Class A shareholders with an ability to sell their Class A ordinary shares on a continuous or episodic basis; (b) pursuant to a repurchase offer or tender offer, effected in compliance with applicable securities laws; or (c) pursuant to a best efforts secondary offering qualified by the SEC pursuant to Regulation A or similar rules in effect at such time, which secondary offering shall be filed with the SEC not later than three months following such ten-year anniversary. The obligation to effect a sale of the Painting in the absence of a Liquidity Option can only be waived by the holders of a majority of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial MemberShares. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 13 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 025, LLC), Limited Liability Company Operating Agreement (Masterworks 022, LLC), Limited Liability Company Operating Agreement (Masterworks 027, LLC)

Voting. ~~(a) Each Voting Share~~ 1. The total voting power of each member shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance consist of the ~~Class B Ordinary Shares~~ sum of its basic votes, share votes and, in ~~exchange for~~ the ~~Prior Interests~~case of a Founding Member, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Sharesits Founding Member votes. (bi) The basic votes of each member shall be the number of votes that results from the equal distribution among all the members of twelve (12) per cent of the aggregate sum of the basic votes, share votes and Founding Member votes of all the members. (ii) The number of the share votes of each member shall be equal to the number of shares of the capital stock of the Bank held by that member. (iii) Each Founding Member shall be allocated six hundred (600) Founding Member votes. In ~~determining~~ the event a member fails to pay any ~~action or other matter~~ part of the amount due in respect of its obligations in relation to paid-in shares under Article 6, the number of share votes to be ~~undertaken~~ exercised by ~~or on behalf~~ the member shall, as long as such failure continues, be reduced proportionately, by the percentage which the amount due and unpaid represents of the ~~Company~~total par value of paid-in shares subscribed to by that member. 2. In voting in the Board of Governors, each ~~Member~~ Governor shall be entitled to cast ~~a number~~ the votes of ~~votes equal to~~ the ~~number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless~~ member he represents. (i) Except as otherwise ~~set forth in this Agreement. Unless otherwise set forth~~ expressly provided in this Agreement, ~~or otherwise required~~ all matters before the Board of Governors shall be decided by a majority of the ~~Delaware Act, the taking of any action by the Company which required a~~ votes cast. (ii) A Super Majority vote of the ~~Members as set forth above~~ Board of Governors shall ~~be authorized by~~ require an affirmative vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of the members. (iii) A Special Majority vote of the Board of Governors shall require an affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of ~~votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares~~Governors, ~~if any, are Transferred to any Person who is~~ representing not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding less than a majority of the ~~Voting Shares~~ total voting power of the members. 3. In voting in the Board of Directors, each Director shall be ~~required for~~ entitled to cast the ~~Company~~ number of votes to ~~undertake~~ which the Governors who elected him are entitled and those to which any ~~of the following actions~~Governors who have assigned their votes to him, ~~except as otherwise set forth herein:~~pursuant to Schedule B, are entitled. (i) ~~acquiring any additional material assets, other~~ A Director entitled to cast the votes of more than one member may cast the votes for those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;members separately. (ii) ~~conducting any business activities, except for activities relating to its direct or indirect investment~~ Except as otherwise expressly provided in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, ~~including amending this Agreement to increase~~ all matters before the ~~number~~ Board of ~~Shares that may~~ Directors shall be ~~issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing~~ decided by a majority of the ~~Offering~~votes cast. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 13 contracts

Samples: Articles of Agreement, Articles of Agreement (Asian Infrastructure Investment Bank), Articles of Agreement (Asian Infrastructure Investment Bank)

Voting. (ai) ~~Each Voting Share~~ Except as otherwise provided in this Amended and Restated Certificate or as required by applicable law, each holder of record of Class A Common Stock, as such, shall be entitled to ~~and shall constitute~~ one vote for each share of Class A Common Stock held of record as of the applicable record date by such holder on all matters on which stockholders generally are entitled to vote. (1ii) ~~vote.~~ Except as otherwise ~~set forth~~ provided in this ~~Agreement~~Amended and Restated Certificate or as required by applicable law, each holder of record of Class B Common Stock, as such, shall be entitled to one vote for each share of Class B Common Stock held of record as of the ~~Voting Shares shall~~ applicable record date by such holder on all matters on which stockholders generally or holders of Class B Common Stock as a separate class are entitled to vote (whether voting separately as a class or together with one or more classes of the Corporation’s capital stock). (iii) Except as otherwise provided in this Amended and Restated Certificate (including any Preferred Stock Designation) or required by applicable law, at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single ~~class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests~~class, ~~the Class B Ordinary Shares~~ shall ~~constitute Voting Shares and~~ have the exclusive right to vote for the election of directors and on ~~any matter on which the Members are entitled~~ all other matters properly submitted to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the ~~Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c)~~ stockholders. Notwithstanding the ~~forgoing~~foregoing, except as otherwise required by law or this Amended and Restated Certificate (including any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”Preferred Stock Designation), holders of shares of any series of Common Stock shall ~~not, while such Shares are Beneficially Owned by any Affiliate of the Administrator,~~ not be entitled to vote on any ~~matter on which~~ amendment to this Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the ~~Class A Members~~ terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled exclusively, either separately or ~~required~~ together with the holders of one or more other such series, to vote ~~hereunder or~~ thereon pursuant to ~~the Delaware Act,~~ this Amended and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to Restated Certificate (including any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (dPreferred Stock Designation) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the OfferingDGCL. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 10 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Voting. (a) ~~Each Voting Share~~ The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof) and (ii) with respect to such additional matters relating to the Trust as may be ~~entitled to and shall constitute one (1) vote. Except as otherwise set forth in~~ required by this ~~Agreement~~Declaration, the ~~Voting~~ By-laws or as a result of the filing of any registration of the Trust or Series as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. (b) On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and Classes shall vote together as a single ~~class on~~ class; provided, however, that: (i) as to any matter with respect to which a separate vote of any Series or Class is required by the 1940 Act or other applicable law or is required by attributes applicable to any Series or Class, such requirements as to a separate vote by that Series or Class shall apply; (ii) unless the Trustees determine that this clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one Series or Class and the interests of each such Series or Class in the matter are identical, then the Shares of all ~~matters submitted for approval~~ such affected Series or Classes shall vote together as a single class; and (iii) as to any matter which does not affect the interests of ~~Members. Upon~~ a particular Series or Class, only the ~~issuance~~ holders of Shares of the ~~Class B Ordinary~~ one or more affected Series or Classes shall be entitled to vote. As determined by the Trustees, in their sole discretion, without the vote or consent of Shareholders, (except as required by the 0000 Xxx) on any matter submitted to a vote of Shareholders either (x) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (y) each dollar of Net Asset Value (number of Shares ~~in exchange for~~ owned times Net Asset Value per share of the ~~Prior Interests~~Trust, ~~the Class B Ordinary Shares~~ if no Series shall ~~constitute Voting Shares and~~ have ~~the right~~ been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which ~~the Members~~ such Shares are entitled to vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act~~ and each fractional dollar amount shall be entitled to ~~and shall constitute one (1)~~ a proportionate fractional vote. ~~Upon~~ Without limiting the power of the Trustees in any ~~issuance of any Class A Ordinary Shares~~way to designate otherwise in accordance with the preceding sentence, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, Trustees hereby establish that each ~~Member~~ whole Share shall be entitled to ~~cast a number of votes equal~~ one vote as to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which ~~the Class A Members are~~ it is entitled ~~or required~~ to vote ~~hereunder~~ and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or ~~pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum~~ by proxy or in any manner provided for in the ~~total number of votes available~~ By-laws or ~~required hereunder~~ as determined by the Trustees. A proxy may be given in writing, electronically, by telefax, or ~~pursuant to~~ in any other manner provided for in the ~~Delaware Act~~By-laws or as determined by the Trustees. ~~Once the Masterworks Shares, if any,~~ Until Shares are ~~Transferred to any Person who is not an Affiliate of the Administrator~~issued, the ~~Masterworks Shares shall thereafter have~~ Trustees may exercise all ~~voting~~ rights ~~that~~ of Shareholders and may take any ~~other Voting Shares held~~ action required or permitted by ~~any Class A Member have hereunder~~ law, this Declaration or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the ~~following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion~~ By-laws of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements Trust to be ~~entered into~~ taken by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the OfferingShareholders. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 8 contracts

Samples: Agreement and Declaration of Trust (Pacific Select Fund), Agreement and Declaration of Trust (Gabelli Innovations Trust), Agreement and Declaration of Trust (Pacific Select Fund)

Voting. (a) ~~Each Voting Share~~ Subject to any separate voting rights provided for herein or otherwise required by law, for so long as Existing Senior Preferred Stock remains outstanding, the holders of Existing Preferred Stock shall be entitled to ~~and shall constitute~~ vote, together with the holders of Common Stock as one ~~(1) vote. Except as otherwise set forth in this Agreement~~class, ~~the Voting Shares shall vote together as a single class~~ on all matters ~~submitted for approval~~ as to which holders of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and Common Stock shall be entitled to vote, in the same manner and with the same effect as such holders of Common Stock. In any such vote, each share of Existing Preferred Stock shall ~~constitute one~~ entitle the holder thereof to the number of votes per share that equals the number of shares of Common Stock (1including fractional shares) ~~vote. Upon~~ into which each such share of Preferred Stock is then convertible, rounded up to the nearest one-tenth of a share, but not including any ~~issuance~~ shares of Common Stock issuable upon conversion of any ~~Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless~~ dividends accrued on such ~~right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A~~ Existing Preferred ~~Shares do not constitute Voting Shares~~Stock. (b) In ~~determining~~ addition to the rights specified in Section A.6(a), for so long as any ~~action or other matter to be undertaken by or on behalf~~ shares of Existing Senior Preferred Stock are outstanding, the holders of the ~~Company~~Existing Senior Preferred Stock, voting as a separate class, shall have the right to elect six (6) members of the Board of Directors of the Corporation (such directors, the “Existing Preferred Directors”). In any election of Existing Preferred Directors pursuant to this Section A.6(b), each ~~Member~~ holder of Existing Senior Preferred Stock shall be entitled to ~~cast a number~~ one vote for each share of ~~votes equal~~ Common Stock (including fractional shares) into which each such share of Existing Senior Preferred Stock is then convertible, rounded up to the ~~number~~ nearest one-tenth of ~~Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise~~ a share (determined as set forth in ~~this Agreement~~the second sentence of Section A.6(a) hereof), and no holder of Existing Senior Preferred Stock shall be entitled to cumulate its votes by giving one candidate more than one vote per share. ~~Unless otherwise set forth~~ The voting right of the holders of Existing Senior Preferred Stock, contained in this ~~Agreement~~Section A.6(b), may be exercised at a special meeting of the holders of Existing Senior Preferred Stock called as provided in accordance with the by-laws of the Corporation, at any annual or special meeting of the stockholders of the Corporation, or ~~otherwise required~~ by ~~the Delaware Act, the taking~~ written consent of ~~any action by the Company which required a vote~~ such holders of ~~the Members as set forth above shall be authorized by the affirmative vote~~ Existing Senior Preferred Stock in lieu of a ~~majority~~ meeting. The Existing Preferred Directors elected pursuant to this Section A.6(b) shall serve from the date of ~~the Voting Shares, subject to any approval of the Board as required herein~~their election and qualification until their successors have been duly elected and qualified. (c) ~~Notwithstanding~~ A vacancy in the ~~forgoing~~directorships elected by the holders of Existing Senior Preferred Stock pursuant to Section A.6(b), ~~any Class A Shares issued to any Affiliate~~ may be filled by a vote at a meeting called in accordance with the by-laws of the ~~Administrator pursuant to the Management Services Agreement, as set forth~~ Corporation or written consent in ~~Section 2.4 or otherwise held by any Affiliate~~ lieu of such meeting of the ~~Administrator (the “Masterworks Shares”), shall not, while~~ holders of such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofExisting Senior Preferred Stock. (d) ~~In addition to the other matters on which the Members holding Voting Shares have the right to vote~~ For so long as ~~set forth herein~~Existing Preferred Stock remains outstanding, the holders of capital stock of the Corporation, voting as a single class, shall elect the remaining member or members of the Board of Directors of the Corporation. In any election of directors pursuant to this Section A.6(d), each stockholder shall be entitled to one vote for each share of Common Stock held or, if Existing Preferred Stock, into which each such share of Existing Preferred Stock is then convertible (determined in accordance with Section A.6(a) hereof), and no stockholder shall be entitled to cumulate its votes by giving one candidate more than one vote per share. The voting right of the stockholders contained in this Section A.6(d) apply only so long as shares of Existing Preferred Stock remains and outstanding and may be exercised at a special meeting of the stockholders called as provided in accordance with the by-laws of the Corporation, at any annual or special meeting of the stockholders of the Corporation, or by written consent of the stockholder in lieu of a meeting. The director or directors elected pursuant to this Section A.6(d) shall serve from the date of their election and qualification until their successors have been duly elected and qualified. (e) A vacancy in the directorship or directorships elected by the stockholders pursuant to Section A.6(d), may be filled by a vote at a meeting called in accordance with the by-laws of the Corporation or written consent in lieu of such meeting of the stockholders of the Corporation. (f) For so long as shares of Existing Preferred Stock are outstanding, the Corporation shall not, directly or indirectly, through a merger, consolidation, reorganization or otherwise, without the affirmative approval of ~~Members holding a majority~~ the Existing Senior Majority, acting separately from the holders of Common Stock or any other securities of the ~~Voting Shares shall be required~~ Corporation, given by written consent in lieu of a meeting or by vote at a meeting called for such purpose, for which meeting or approval by written consent timely and specific notice in the ~~Company to undertake any~~ manner provided in the by-laws of the ~~following actions~~Corporation (“Notice”) shall have been given to each holder of such Existing Senior Preferred Stock, ~~except as otherwise set forth herein~~do the following: (i) ~~acquiring~~ sell, abandon, transfer, lease or otherwise dispose of all or substantially all of its or any ~~additional material~~ subsidiary’s properties or assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) ~~conducting~~ sell, abandon, transfer, exclusively license or otherwise dispose of or encumber any ~~business activities, except for activities relating to~~ of its ~~direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and~~material intellectual property; (iii) ~~incurring any material loans~~ purchase, lease or ~~material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct~~ otherwise acquire all or ~~indirect investment in the Artwork and the ownership, maintenance and promotion~~ substantially all of the ~~Artwork~~ assets of another entity or acquire the ~~eventual Sale~~ securities of ~~the Artwork~~any other entity; (iv) ~~amending~~except as otherwise required by this Certificate or as contemplated in the Series A-1 Purchase Agreement, ~~waiving~~ alter the rights, preferences or ~~failing~~ privileges of or reclassify any of its or its subsidiaries’ securities or declare or pay any dividend or make any distribution with respect to ~~comply~~ shares of its capital stock (whether in cash, shares of capital stock or other securities or property); (v) except as otherwise required by this Certificate or as contemplated in the Series A-1 Purchase Agreement, make any payment on account of the purchase, redemption, or other retirement of any share of capital stock of the Corporation or any subsidiary, or distribute to holders of Series B Stock, Series A Stock or Common Stock shares of the Corporation’s capital stock (other than Common Stock in connection with a stock split by way of stock dividend) or other securities of other entities, evidences of indebtedness issued by the Corporation or other entities, or other assets or options or rights other than the repurchase of shares of Common Stock issued pursuant to the Corporation’s 2003 Long-Term Incentive Plan, as amended, for employees or consultants; (vi) except as contemplated by the Merger Agreement (as defined herein) merge, consolidate or reorganize with or into, or permit any ~~material provision~~ subsidiary to merge, consolidate or reorganize with or into, any other corporation or corporations or other entity or entities; (vii) voluntarily dissolve, liquidate or wind-up or carry out any partial liquidation or distribution or transaction in the nature of a partial liquidation or distribution; (viii) except as otherwise required by this Certificate or as contemplated in the Series A-1 Purchase Agreement, in any manner alter or change the designations, powers, preferences, rights, qualifications, limitations or restrictions of the Series C Stock or Series B Stock; (ix) take any action to cause any amendment, alteration or repeal of any of the provisions of this ~~Agreement~~Certificate or the by-laws of the Corporation or the organizational documents of the Corporation’s subsidiaries if any; (x) except as otherwise required by this Certificate or as contemplated in the Series A-1 Purchase Agreement and except for the issuance of capital stock or other securities constituting shares of Excluded Stock (as defined in Section A.7(e)(ii) below), ~~including amending this Agreement~~ authorize, designate, create, increase or decrease the authorized number of, reclassify, or issue or agree to issue any equity or debt security of the Corporation or any subsidiary or any security, right, option or warrant convertible into, or exercisable or exchangeable for, shares of the capital stock of the Corporation or any capitalized lease with an equity feature with respect to the capital stock of the Corporation; (xi) adopt, approve, amend or modify any stock option plan of the Corporation or adopt, approve amend or modify the form of any stock option agreement or restricted stock purchase agreement, or amend or modify any stock option agreement or restricted stock purchase agreement entered into between the Corporation and its employees, directors or consultants except for immaterial changes made thereto from time to time by officers of the Corporation; (xii) accelerate the vesting schedule or exercise date or dates of any such options or in any stock option agreement or restricted stock purchase agreement entered into between the Corporation and its directors, officers, employees, consultants or independent contractors, or waive or modify the Corporation’s repurchase rights with respect to any shares of the Corporation’s stock issuable pursuant to any restricted stock purchase agreement entered into between the Corporation and its directors, officers, employees, consultants or independent contractors; (xiii) grant any stock options with an exercise price per share that is less than the fair market value of such share on the date of such grant (as determined by the Board of Directors of the Corporation) or issue or sell capital stock of the Corporation pursuant to restricted stock awards or restricted stock purchase agreements at a price per share less than the fair market value of such share on the date of such issuance or sale (as determined by the Board of Directors of the Corporation); (xiv) increase the number of ~~Shares that may be issued hereunder; and~~shares of Common Stock authorized for issuance under the Corporation’s 2003 Long-Term Incentive Plan, as amended; (exv) ~~The Company will own~~ except as otherwise required by this Certificate or as contemplated in the ~~Artwork for an indefinite period and may sell~~ Series A-1 Purchase Agreement, increase or decrease the ~~Artwork at any time following the final closing~~ authorized number of the ~~Offering.~~members of the Board of Directors; (fxvi) In participate or allow any ~~vote~~ subsidiary to participate in any business other than which it is engaged as of the ~~Voting Members pursuant~~ date of this Certificate or subsequent to ~~Section 2.8(d), any Shares that are Beneficially Owned~~ the date of this Certificate as approved by the ~~Initial Member~~ Board of Directors; or (xvii) incur any indebtedness by the Corporation or any ~~Affiliate of~~ subsidiary above and beyond the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, thatamounts set forth herein, in the ~~event that~~ Series A-1 Purchaser Agreement or in the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares Stockholders’ Agreement. The foregoing approval shall be obtained in addition to any approval required ~~to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned~~ by ~~Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~law. (g) ~~Any member that beneficially owns 5% or more~~ The Corporation shall obtain the consent of the ~~Class A~~ Board of Directors before it may authorize or issue any additional shares ~~(excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form~~ of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess capital stock of the ~~Vote Limit shall not constitute Voting Shares for~~ Corporation, other than the issuance of any ~~purposes~~ shares of New Preferred Stock as contemplated by this ~~Agreement for so long as such shares are beneficially owned by such Vote Limited Member~~ Certificate or the Series A-1 Purchase Agreement, or any ~~affiliate~~ of ~~such Vote Limited Member~~its subsidiaries.

Appears in 8 contracts

Samples: License Agreement (Radius Health, Inc.), Series a 1 Convertible Preferred Stock Issuance Agreement (Radius Health, Inc.), Series a 1 Convertible Preferred Stock Purchase Agreement (Radius Health, Inc.)

Voting. (a) ~~Each Voting Share shall be entitled to and shall constitute one (1) vote.~~ Except as otherwise ~~set forth~~ provided by law or by the Certificate of Formation or by this Agreement, at any meeting of Members, the presence in person or by proxy of a Majority-in-Interest of the Members shall constitute a quorum for the transaction of business as to that subject matter, and all questions with respect to a subject matter, shall be decided by vote of a Majority-in-Interest of the Members. If more than one, each Member's percentage voting power at a meeting shall be in proportion to its percentage Interest. The Members present at any duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. Notwithstanding the other provisions of the Certificate of Formation or this Agreement, the ~~Voting Shares shall vote together as~~ presiding officer of any meeting or holders of a ~~single class on all matters submitted for approval of Members. Upon the issuance~~ majority of the ~~Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are~~ Interests entitled to vote ~~on hereunder~~ thereat, present in person or ~~on which~~ represented by proxy, whether or not a quorum is present, shall have power to adjourn the ~~Members are required~~ meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present and represented. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote ~~pursuant to~~ at the ~~Delaware Act and~~ meeting. At such adjourned meeting at which a quorum shall be ~~entitled to and shall constitute one (1) vote. Upon~~ present or represented any ~~issuance of any Class A Ordinary Shares,~~ business may be transacted which might have been transacted at the ~~Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except~~ meeting as ~~specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~originally notified. (b) ~~In determining any action or other matter~~ Every Member having the right to ~~be undertaken by or on behalf of the Company, each Member~~ vote shall be entitled to ~~cast~~ vote in person, or by proxy appointed by an instrument in writing subscribed by such Member, bearing a ~~number of votes equal~~ date not more than three years prior to ~~the number of Voting Shares that~~ voting, unless such ~~Member holds~~instrument provides for a longer period, and filed with the ~~power to vote~~Secretary of the Company before, or at the time ~~of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act~~of, the ~~taking of any action by~~ meeting. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide the ~~Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of~~ contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the ~~Voting Shares~~powers of voting or giving consents thereby conferred, ~~subject to~~ or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any ~~approval of the Board as required herein. (c) Notwithstanding the forgoing~~particular issue, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), each proxy so attending shall ~~not, while such Shares are Beneficially Owned by any Affiliate of the Administrator,~~ be entitled to ~~vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered~~ exercise such powers in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate respect of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority portion of the ~~Voting Shares shall be required for the Company to undertake any~~ Interests as he is of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offeringproxies representing such Interests. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (CST Metro LLC), Limited Liability Company Agreement (CST Metro LLC), Limited Liability Company Agreement (CST Metro LLC)

Voting. (a) ~~Each Voting Share~~ Unless otherwise provided in the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder's duly authorized proxy or attorney-in-fact, shall be entitled to ~~and shall constitute~~ one (1) ~~vote~~vote for each share of voting stock standing registered in such stockholder's name on the record date. ~~Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance~~ No stockholder of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and corporation shall be entitled to ~~and shall constitute one (1) vote. Upon any issuance~~ cumulative voting for the election of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Sharesdirectors. (b) ~~In determining any action~~ Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or ~~other matter~~ such individual's duly authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to ~~be undertaken~~ a voting trust. With respect to shares held by ~~or on behalf~~ a representative of the ~~Company~~estate of a deceased stockholder, ~~each Member shall~~ guardian, conservator, custodian or trustee, votes may be ~~entitled~~ cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver; provided, that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a ~~number~~ minor, votes may be cast only by the duly appointed guardian of ~~votes equal to~~ the ~~number of Voting Shares that such Member holds, with the power to vote, at the time~~ estate of such ~~vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by~~ minor if such guardian has provided the ~~Delaware Act, the taking~~ corporation with written proof of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required hereinsuch appointment. (c) ~~Notwithstanding~~ With respect to shares standing in the ~~forgoing~~name of another corporation, ~~any Class A Shares issued to any Affiliate~~ partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the ~~Administrator pursuant~~ board of directors of such other corporation or by such individual (including the officer making the authorization) authorized in writing to do so by the chairman of the board of directors, president or any vice-president of such corporation and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the ~~Management Services Agreement~~corporation of satisfactory evidence of his authority to do so. (d) Notwithstanding anything to the contrary herein contained, ~~as set forth in Section 2.4~~ no votes may be cast for shares owned by this corporation or ~~otherwise~~ its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any ~~Affiliate~~ matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote. (e) Any holder of ~~the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ shares entitled to vote on any matter ~~on which~~ may cast a portion of the ~~Class A Members are~~ votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled ~~or required~~ to vote ~~hereunder or pursuant~~ fails to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase specify the number of ~~Shares~~ affirmative votes, it will be conclusively presumed that ~~may be issued hereunder; and (e) The Company will own~~ the ~~Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering~~holder is casting affirmative votes with respect to all shares held. (f) ~~In any vote~~ With respect to shares standing in the name of ~~the Voting Members pursuant to Section 2.8(d)~~two or more persons, ~~any Shares that are Beneficially Owned~~ whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the ~~Initial Member or any Affiliate of the Initial Member~~entirety, ~~shall not be~~ voting trustees, persons entitled to vote ~~of any such matter~~ under a stockholder voting agreement or otherwise and ~~shall not be considered~~ shares held by two or more persons (including proxy holders) having the same fiduciary relationship in ~~determining the total number of votes available or required hereunder or pursuant~~ respect to the ~~Delaware Act~~same shares, ~~provided, however, that,~~ votes may be cast in the ~~event that~~ following manner: (1) If only one person votes, the ~~Delaware Act or any other law requires that~~ vote of such ~~Shares that are Beneficially Owned by~~ person binds all. (2) If more than one person casts votes, the ~~Initial Member or any Affiliate~~ act of the ~~Initial Member~~ majority so voting binds all. (3) If more than one person casts votes, but the vote is evenly split on ~~any matter notwithstanding this Section 2.8(f)~~a particular matter, ~~such Shares~~ the votes shall be ~~required to be~~deemed cast proportionately, ~~and shall be, voted in the same proportion~~ as ~~the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~split. (g) ~~Any member that beneficially owns 5% or more~~ If a quorum is present, unless the Articles of Incorporation provide for a different proportion, the affirmative vote of holders of at least a majority of the ~~Class A shares (excluding shares beneficially owned~~ voting power represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless voting by ~~Masterworks) may provide~~ classes is required for any action of the ~~Company with a Vote Limit Certificate in~~ stockholders by the ~~form~~ laws of ~~Exhibit B that from~~ the ~~effective date set forth in such notice (or if no such effective date is indicated~~State of Nevada, the ~~date~~ Articles of Incorporation or these Bylaws, in which case the affirmative vote of holders of a least a majority of the voting power of each such ~~notice is received by the Company) such Member~~ class shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Memberrequired.

Appears in 6 contracts

Samples: Distribution Agreement (LTC Healthcare Inc), Distribution Agreement (LTC Properties Inc), Distribution Agreement (LTC Properties Inc)

Appears in 6 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 148, LLC), Limited Liability Company Operating Agreement (Masterworks 134, LLC), Limited Liability Company Operating Agreement (Masterworks 143, LLC)

Appears in 6 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 254, LLC), Limited Liability Company Operating Agreement (Masterworks 284, LLC), Limited Liability Company Operating Agreement (Masterworks 274, LLC)

Voting. (a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are The shareholders entitled to vote ~~on hereunder or on which~~ at any meeting of shareholders shall be determined in accordance with the ~~Members are required to vote pursuant~~ provisions of Section 1.10 of these Bylaws, subject to the provisions of Sections 217 and 218 of the Delaware ~~Act and shall be entitled~~ General Corporation Law (relating to ~~and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further~~ voting rights ~~except as specifically set forth herein~~of fiduciaries, ~~unless such right~~ pledgors and joint owners of stock and to ~~vote is specifically required~~ voting trusts and ~~mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~other voting agreements). (b) ~~In determining any action~~ Except as may be otherwise provided in the Certificate of Incorporation or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in ~~this Agreement. Unless otherwise set forth in this Agreement~~these Bylaws, or as may be otherwise required by applicable law: (i) in all matters other than the ~~Delaware Act~~election of Directors, ~~the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by~~ the affirmative vote of the holders of shares representing a majority of the ~~Voting Shares,~~ votes present in person or represented by proxy at the meeting and entitled to vote on the subject ~~to any approval~~ matter shall be the act of the ~~Board as required herein~~shareholders; (ii) each Director shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of such Director; and (iii) where a separate vote by a class or series is required, other than with respect to the election of Directors, the affirmative vote of the holders of shares of such class or series representing a majority of the votes present in person or represented by proxy at the meeting shall be the act of such class or series. (c) ~~Notwithstanding~~ Voting at meetings of shareholders need not be by written ballot and need not be conducted by inspectors of election unless so required by Section 1.9 of these Bylaws or so determined by the ~~forgoing, any Class A Shares issued to any Affiliate~~ holders of stock having a majority of the ~~Administrator pursuant to~~ votes which could be cast by the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate~~ holders of ~~the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ all outstanding stock entitled to vote ~~on any matter on~~ which are present in person or represented by proxy at such meeting. (d) Stock of the ~~Class A Members are~~ Corporation belonging to the Corporation, or to another Corporation, a majority of the shares entitled ~~or required~~ to vote ~~hereunder or pursuant to~~ in the ~~Delaware Act~~election of Directors of which are held by the Corporation, shall not be voted at any meeting of shareholders and shall not be ~~considered in determining the existence of a quorum or~~ counted in the total number of ~~votes available or required hereunder or pursuant to~~ outstanding shares for the ~~Delaware Act~~purpose of determining whether a quorum is present. ~~Once~~ Nothing in this Section 1.7 shall limit the ~~Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate~~ right of the ~~Administrator,~~ Corporation to vote shares of stock of the ~~Masterworks Shares shall thereafter have all voting rights that any other Voting Shares~~ Corporation held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted it in ~~the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear~~ a ~~customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof~~fiduciary capacity. (da) ~~In addition to the other matters on which the Members holding Voting Shares have the right~~ Each shareholder entitled to vote ~~as set forth herein,~~ at a meeting of shareholders may authorize another person or persons to act for such shareholder by proxy filed with the ~~approval of Members holding a majority~~ Secretary before or at the time of the ~~Voting Shares~~ meeting. No such proxy shall be ~~required~~ voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A shareholder may revoke any proxy which is not irrevocable by attending the ~~Company~~ meeting and voting in person or by filing with the Secretary an instrument in writing revoking the proxy or another duly executed proxy bearing a later date. (b) A shareholder may authorize another person or persons to ~~undertake any of the following actions, except~~ act for such shareholder as ~~otherwise set forth herein:~~ proxy (i) ~~acquiring~~ by executing a writing authorizing such person or persons to act as such, which execution may be accomplished by such shareholder or such shareholder’s authorized officer, Director, partner, employee or agent (or, if the stock is held in a trust or estate, by a trustee, executor or administrator thereof) signing such writing or causing his or her signature to be affixed to such writing by any ~~additional material assets~~reasonable means, ~~other than those incidental to the direct~~ including, but not limited to, facsimile signature, or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) ~~conducting any business activities~~by transmitting or authorizing the transmission of a telegram, ~~except for activities relating~~ cablegram or other means of electronic transmission (a “Transmission”) to ~~its direct or indirect investment in~~ the ~~Artwork and~~ person who will be the ~~ownership, maintenance and promotion~~ holder of the ~~Artwork~~ proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the ~~eventual Sale~~ person who will be the holder of the ~~Artwork~~proxy to receive such Transmission; ~~and (iii) incurring~~ provided that any ~~material loans~~ such Transmission must either set forth or ~~material borrowing arrangements to~~ be ~~entered into~~ submitted with information from which it can be determined that such Transmission was authorized by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offeringsuch shareholder. (fc) ~~In any vote of the Voting Members~~ Any inspector or inspectors appointed pursuant to Section ~~2.8(d)~~1.9 of these Bylaws shall examine each Transmission to determine whether it is valid. If no inspector or inspectors are so appointed, ~~any Shares that are Beneficially Owned~~ the Secretary or such other person or persons as shall be appointed from time to time by the ~~Initial Member~~ Board of Directors shall examine Transmissions to determine if they are valid. If it is determined a Transmission is valid, the person or ~~any Affiliate~~ persons making that determination shall specify the information upon which such person or persons relied. Any copy, facsimile telecommunication or other reliable reproduction of such a writing or Transmission may be substituted or used in lieu of the ~~Initial Member, shall not~~ original writing or Transmission for any and all purposes for which the original writing or Transmission could be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires used; provided that such ~~Shares that are Beneficially Owned by the Initial Member~~ copy, facsimile telecommunication or ~~any Affiliate~~ other reproduction shall be a complete reproduction of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member entire original writing or ~~any Affiliate of the Initial Member~~Transmission. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 5 contracts

Samples: Merger Agreement (Cbot Holdings Inc), Merger Agreement (Chicago Mercantile Exchange Holdings Inc), Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc)

Voting. (a) ~~Each Voting Share~~ Partners shall ~~be entitled~~ have no power to ~~and shall constitute one (1) vote. Except as otherwise set forth in~~ vote on any matter except matters on which a vote of Interests is required by or pursuant to the Investment Company Act, a Statement of Preferences, this Agreement, the ~~Voting Shares~~ By-Laws or any resolution of the Directors. Any matter required to be submitted for approval of any of the Interests and affecting one or more classes or series shall require approval by the required vote of Interests of the affected class or classes and series voting together as a single class ~~on all matters submitted for approval of Members. Upon the issuance~~ and, if such matter affects one or more classes or series thereof differently from one or more other classes or series thereof or from one or more series of the ~~Class B Ordinary Shares~~ same class, approval by the required vote of Interests of such other class or classes or series or series voting as a separate class shall be required in ~~exchange~~ order to be approved with respect to such other class or classes or series or series; provided, however, that except to the extent required by the Investment Company Act and any Statement of Preferences, there shall be no separate class votes on the election or removal of Directors or the selection of auditors for the ~~Prior Interests, the Class B Ordinary Shares~~ Company. Partners of a particular class or series thereof shall ~~constitute Voting Shares and have the right~~ not be entitled to vote on any matter ~~on which~~ that affects the ~~Members are entitled to vote on hereunder~~ rights or ~~on which~~ interests of only one or more other classes or series of such other class or classes or only one or more other series of the ~~Members are required to vote pursuant to the Delaware Act and~~ same class. There shall be ~~entitled to and shall constitute one (1) vote. Upon any issuance~~ no cumulative voting in the election or removal of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesDirectors. (b) ~~In determining~~ The holders of one-third of the outstanding Interests of the Company on the record date present in person or by proxy shall constitute a quorum at any ~~action~~ meeting of the holders for purposes of conducting business on which a vote of all Partners of the Company is being taken. The holders of one-third of the outstanding Interests of a class or classes on the record date present in person or by proxy shall constitute a quorum at any meeting of the holders of such class or classes for purposes of conducting business on which a vote of holders of such class or classes is being taken. The holders of one-third of the outstanding Interests of a series or series on the record date present in person or by proxy shall constitute a quorum at any meeting of the holders of such series or series for purposes of conducting business on which a vote of holders of such series or series is being taken. Interests underlying a proxy as to which a broker or other intermediary states its absence of authority to vote with respect to one or more matters shall be treated as present for purposes of establishing a quorum for taking action on any such matter only to the extent so determined by the Directors at or prior to the meeting of holders of Interests at which such matter is to be ~~undertaken~~ considered and shall not be treated as present for purposes of voting or any other purpose except as determined by ~~or on behalf~~ the Directors. (c) Subject to any provision of the ~~Company~~Investment Company Act, ~~each Member shall be entitled to cast~~ any Statement of Preferences or this Agreement specifying or requiring a ~~number~~ greater or lesser vote requirement for the transaction of ~~votes equal to~~ any matter of business at any meeting of Partners or, in the ~~number~~ absence of ~~Voting Shares that~~ any such ~~Member holds~~provision of the Investment Company Act, ~~with the power to vote, at the time~~ any Statement of ~~such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in~~ Preferences or this Agreement, subject to any provision of the By-Laws or ~~otherwise required~~ resolution of the Directors specifying or requiring a greater or lesser vote requirement, (i) the affirmative vote of a plurality (or, if provided by the ~~Delaware Act~~By-Laws, a majority) of the ~~taking~~ Interests present in person or represented by proxy and entitled to vote for the election of any ~~action by the Company which required a vote of the Members as set forth above~~ Director or Directors shall be ~~authorized by~~ the act of such Partners with respect to the election of such Director or Directors; (ii) the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth Interests present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy and entitled to vote on any other matter who vote on ~~which~~ such matter shall be the ~~Class A Members are~~ act of the Partners with respect to such matter; and (iii) where a separate vote of one or more classes or series is required on any matter, the affirmative vote of a majority of the Interests of such class or classes or series or series present in person or represented by proxy and entitled ~~or required~~ to vote ~~hereunder or pursuant to~~ on such matter who vote on such matter shall be the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate act of the ~~Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder~~ Partners of such class or ~~pursuant~~ classes or series or series with respect to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofsuch matter. (d) ~~In addition~~ At any meeting of Partners, any holder of Interests entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Company as the Secretary may direct, for verification prior to the ~~other matters on~~ time at which ~~the Members holding Voting Shares have the right~~ such vote shall be taken. Pursuant to ~~vote as set forth herein, the approval~~ a resolution of ~~Members holding~~ a majority of the ~~Voting Shares shall~~ Directors, proxies may be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment solicited in the ~~Artwork and the ownership, maintenance and promotion~~ name of ~~the Artwork~~ one or ~~the eventual Sale of the Artwork; and (iii) incurring any material loans~~ more Directors or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% one or more of the ~~Class A shares (excluding shares beneficially owned by Masterworks) may provide~~ officers or employees of the Company. Only Partners of record shall be entitled to vote. Each .01% of the Net Asset Value of the Company ~~with~~ shall entitle the Common Partner of record thereof to one vote and each fraction thereof shall entitle the Common Partner of record thereof to a ~~Vote Limit Certificate~~ vote equal to such fraction. Each $20,000 of the liquidation preference of a Preferred Interest shall entitle the Preferred Partner of record thereof to one vote and each fraction thereof shall entitle the Preferred Partner of record thereof to a vote equal to such fraction. When any Interest is held jointly by several persons, any one of them may vote at any meeting in ~~the form~~ person or by proxy in respect of ~~Exhibit B that from the effective date set forth in~~ such ~~notice (or~~ Interest, but if ~~no such effective date is indicated, the date such notice is received by the Company) such Member~~ more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Interest. A proxy purporting to be given by or on behalf of a Partner of record on the record date for a meeting shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Interest is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Interest, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. The Directors shall have the authority to make and modify from time to time regulations regarding the validity of proxies. In addition to signed proxies, such regulations may authorize facsimile, telephonic, Internet and other methods of appointing a ~~Vote Limit. Any shares beneficially owned~~ proxy that are subject to such supervision by ~~such Vote Limited Member in excess~~ or under the direction of the ~~Vote Limit~~ Directors as the Directors shall ~~not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~determine.

Appears in 5 contracts

Samples: Partnership Agreement (Special Value Continuation Partners, LP), Partnership Agreement (Special Value Continuation Partners, LP), Partnership Agreement (Special Value Continuation Fund, LLC)

Voting. (a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A ~~Shares~~ ordinary shares issued to any Affiliate of the Administrator pursuant to the ~~Management~~ Administrative Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~ Painting and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Painting; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; (iv) amending, waiving or failing to comply with any material provision of this Agreement or the Administrative Services Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (v) amending the Administrative Services Agreement. (e) ~~The Company will own~~ If the ~~Artwork~~ Board determines in its sole discretion that a Liquidity Option (as defined below) for ~~an indefinite period and may sell~~ the ~~Artwork at any time following~~ Class A ordinary shares does not exist on the ten-year anniversary of the final closing of the Offering. , the Company will use commercially reasonable efforts to sell the Painting as soon as reasonably practicable, but not later than the twelve-year anniversary of the final Closing of the Offering. A “Liquidity Option” shall refer to a means by which U.S. holders of Class A ordinary shares can monetize their investment in the Class A ordinary shares: (fa) ~~In any vote~~ through an alternative trading system, or ATS, as defined in SEC Regulation ATS, a bulletin board connecting potential buyers with potential sellers in compliance with SEC guidelines, brokerage transactions or other means reasonably expected to provide Class A shareholders with an ability to sell their Class A ordinary shares on a continuous or episodic basis; (b) pursuant to a repurchase offer or tender offer, effected in compliance with applicable securities laws; or (c) pursuant to a best efforts secondary offering qualified by the SEC pursuant to Regulation A or similar rules in effect at such time, which secondary offering shall be filed with the SEC not later than three months following such ten-year anniversary. The obligation to effect a sale of the Painting in the absence of a Liquidity Option can only be waived by the holders of a majority of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial MemberShares. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 5 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 032, LLC), Limited Liability Company Operating Agreement (Masterworks 030, LLC), Limited Liability Company Operating Agreement (Masterworks 032, LLC)

Voting. (a) ~~Each Voting Share~~ On and after the Agreement Date, Seller (i) shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on not take any ~~matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware~~ Core Rights Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not ~~constitute Voting Shares. (b) In determining any~~ refrain from taking an action ~~or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal~~ with respect to the ~~number of Voting Shares that such Member holds~~Transferred Rights and Assumed Obligations, ~~with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware~~ where inaction would constitute a Core Rights Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assetseither case, other than ~~those incidental to~~ in accordance with the ~~direct or indirect ownership, maintenance and promotion~~ prior instructions of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the ArtworkBuyer; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, subject to Section 11.1(c), (x) if the Core Rights Act involved is not divisible in ~~the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate~~ respect of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f~~Participation but may be made only in respect of all loans held by Seller under the Credit Agreement ("Seller's Claims"), then Seller shall take such ~~Shares~~ Core Rights Act in accordance with the direction (if timely given) of holders (including Seller, if applicable) owning or holding interests representing more than 50% of the total amount of Seller's Claims (the "Majority Holders"); or (y) if the Core Rights Act arises after the commencement of a bankruptcy, insolvency or a similar proceeding relating to Borrower and/or any Obligor, and is not divisible in respect of all loans that Seller may own from time to time under the Credit Agreement, but is divisible in respect of all claims of the same class that Seller may have against Borrower and/or any Obligor, then Seller shall take such Core Rights Act in accordance with the directions (if timely given) of the majority (including Seller, if applicable) of holders (the “Majority Claims Holders”) in respect of all such claims (measured by amount of claims). For purposes of determining the Majority Holders or Majority Claims Holders pursuant to the preceding sentence, (i) the interests or claims held by Seller for its own account shall be counted, (ii) the interests or claims held by Affiliates of Seller shall be counted and (iii) Seller shall only be required to obtain instructions relating to any Core Rights Act to be taken in respect of the Transferred Rights and Assumed Obligations from (x) Buyer or (y) the then current holders of the aggregate principal amount of the claims outstanding in respect of which such Core Rights Act is to be taken by Seller. Buyer acknowledges that, subject to the preceding sentence, it shall be bound by any decisions of the Majority Holders or the Majority Claims Holders, as the case may be, ~~and shall~~ to take or not take an Core Rights Act. Notwithstanding anything to the contrary in this Section 11 but without limiting the requirements of Section 11.1(c), Seller may refuse to follow the instructions of Buyer or the Majority Holders or the Majority Claims Holders, as the case may be, ~~voted~~ if (A) following such instructions might (in Seller’s reasonable determination) expose Seller to any obligation, liability or expense that in Seller’s reasonable judgment is material and for which Seller has not been provided adequate indemnity or (B) Seller reasonably determines that following the ~~same proportion~~ instructions could violate any applicable law, rule, order or the Credit Documents (and such restrictions or prohibitions are hereby incorporated by reference as ~~the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~if set forth herein). (gb) ~~Any member that beneficially owns 5%~~ On and after the Agreement Date, Seller shall continue to have sole authority to make, grant and exercise (or ~~more of~~ refrain from making, granting and exercising) all votes, whether pursuant to amendments, consents or waivers, and otherwise to exercise (or refrain from exercising) all other rights and remedies with respect to the ~~Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company~~ Transferred Rights and Assumed Obligations, except with ~~a Vote Limit Certificate in the form of Exhibit B that from the effective date~~ respect to Core Rights Acts as set forth in Section 11.1(a) above and Section 11.1(c) below. (c) To the extent that Seller would take a Core Rights Act or would refrain from taking an action with respect to the Transferred Rights and Assumed Obligations, where such inaction would constitute a Core Rights Act, that would, in either case, result in any Loan Forgiveness in the reasonable determination of Buyer as notified to Seller, including in accordance with the direction of Majority Holders and Majority Claims Holders, Buyer automatically is deemed to have requested an Elevation pursuant to Section 15.1 and Seller shall (i) use its best efforts to, and to take such actions as necessary to, cause such Elevation to occur as soon as possible and (ii) shall not take any Core Rights Act and shall not refrain from taking an action with respect to the Transferred Rights and Assumed Obligations, where such inaction would constitute a Core Rights Act, that would, in either case, result in any Loan Forgiveness unless and until such Elevation has occurred. 11.2 Any consent, instruction or other direction of Buyer permitted under Section 11.1 must be in writing and shall not be effective unless received by Seller no later than one (1) Business Day prior to the date on which such direction must be taken by Seller; provided, however, that if Seller gives notice to Buyer of the Core Rights Act that is to be taken less than one (1) Business Day prior to the time when such Core Rights Act is to be taken and Buyer gives a consent or other direction to Seller prior to the time when such Core Rights Act is to be taken, Seller shall make commercially reasonable efforts to take into account such direction with respect to such Core Rights Act. Absent such timely consent or other direction (including the withholding of such consent) from Buyer, Seller shall be entitled (but not required), in its sole discretion, to deem that Buyer has given its consent to take (or ~~if no~~ refrain from taking) any Core Rights Act on behalf of Buyer with respect to such ~~effective date is indicated~~matters other than a Core Rights Act that would result in any Loan Forgiveness; provided, ~~the date such notice is received by the Company) such Member~~ however, that in doing so, Seller shall be act in good faith and subject to ~~a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ the provisions of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited MemberSection 12.

Appears in 5 contracts

Samples: Participation Agreement, Participation Agreement, Participation Agreement

Voting. (a) ~~Each~~ Unless otherwise provided in this Agreement or any Series Designation, (i) each Voting Share of each Series shall be entitled to ~~and~~ one vote for all matters submitted for the consent or approval of Members of the Company generally, (ii) each Voting Share (regardless of Series) shall ~~constitute~~ vote together as a single class on all matters as to which all holders of Voting Shares are entitled to vote, (iii) Voting Shares of a particular Series shall be entitled to one ~~(1) vote~~vote for all matters submitted for the consent or approval of the Members of such Series. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares ~~in exchange for the Prior Interests~~of any Series, the Class B Ordinary Shares of such Series shall constitute Voting Shares of such Series and have the right to vote on any matter on which the Members overall, or the Members of such Series, are entitled to vote on hereunder or on which the Members overall, or the Members of such Series, are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary ~~Shares~~Shares of a Series, the Class B Ordinary Shares of such Series shall no longer constitute Voting Shares of such Series and shall have no further voting ~~rights~~ rights, either with respect to the applicable Series or the Company overall, except as specifically set forth ~~herein~~herein or in a Series Designation, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the ~~Company~~Company overall, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) In determining any action or other matter to be undertaken by or on behalf of any Series, each Member of such Series shall be entitled to cast a number of votes equal to the number of Voting Shares of such Series that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by any Series which required a vote of the Members of such Series as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares of such Series, subject to any approval of the Board as required herein. (d) Notwithstanding the forgoing, any Class A Shares of any Series issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section ~~2.4~~ 2.04 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any ~~matter~~ matter, as to any Series, on which the Class A Members of such Series are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks ~~Shares~~Shares of a particular Series, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares of such Series shall thereafter have all voting rights with respect to such Series that any other Voting Shares of such Series held by any Class A Member of such Series have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares of a particular Series vote on any matter notwithstanding the provisions herein, the Masterworks Shares of such Series shall be required to be, and shall be, voted in the same proportion as the Voting Shares of such Series that are not Masterworks Shares of such Series are voted by the Class A ~~Members~~Members of such Series. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (de) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares of a Series shall be required for ~~the Company~~ such Series to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Series Artwork or the eventual Sale of the Series Artwork for such Series and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Series Artwork for such Series; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Series Artwork for such Series and the ownership, maintenance and promotion of the Series Artwork for such Series or the eventual Sale of the ~~Artwork~~Series Artwork for such Series; and (iii) incurring any material loans or material borrowing arrangements to be entered into by ~~the Company~~ such Series as a debtor other than those incidental to the direct or indirect investment in the Series Artwork for such Series and the ownership, maintenance and promotion of the Series Artwork for such Series or the eventual Sale of the ~~Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder~~Series Artwork for such Series; and (ef) ~~The Company~~ Each Series will ~~own the~~ own, directly or indirectly, its Series Artwork for an indefinite ~~period and~~ period, although it may sell ~~the~~ its Series Artwork at any time following the final closing of the ~~Offering~~Series Offering for such Series. (fg) In any vote of the Voting Members pursuant to Section ~~2.8(d~~2.08(e), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section ~~2.8(f~~2.08(h), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (gh) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 5 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks Vault 5, LLC), Limited Liability Company Operating Agreement (Masterworks Vault 4, LLC), Limited Liability Company Operating Agreement (Masterworks Vault 3, LLC)

Voting. (a) ~~Each Voting Share~~ AUL is the legal owner of the shares of the Mutual Fund held by the Investment Accounts of the Variable Account. AUL shall exercise voting rights attributable to the shares of each Portfolio held in the Investment Accounts at any regular and special meetings of the shareholders of the Mutual Fund on matters requiring shareholder voting under The Investment Company Act of l940 or other applicable laws. AUL shall exercise these voting rights based on instructions received from persons having the voting interest in corresponding Investment Accounts of the Variable Account. However, if The Investment Company Act of l940 or any regulations thereunder should be ~~entitled to~~ amended, or if the present interpretation thereof should change, and ~~shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together~~ as a ~~single class on all matters submitted for approval of Members. Upon~~ result AUL determines that it is permitted to vote the ~~issuance~~ shares of the ~~Class B Ordinary Shares~~ Mutual Fund in ~~exchange for the Prior Interests~~its own right, ~~the Class B Ordinary Shares shall constitute Voting Shares and have the right~~ it may elect to do so. AUL will vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance shares of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks SharesInvestment Account, if any, ~~are Transferred~~ that it owns beneficially in its own discretion, except that if the Mutual Fund offers its shares to any ~~Person who is not an Affiliate of the Administrator~~insurance company separate account that funds variable life insurance contracts or if otherwise required by applicable law, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares AUL will vote ~~on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted~~ its own shares in the same proportion as the ~~Voting Shares~~ voting instructions that are ~~not Masterworks Shares are voted by~~ received in a timely manner for contracts and Participant Accounts participating in the ~~Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof~~Investment Account. (db) ~~In addition~~ The persons having the voting interest under this contract are the Participants. Unless otherwise required by applicable law, the number of Mutual Fund shares of a particular Portfolio as to which voting instructions may be given to AUL is determined by dividing the ~~other matters~~ value of all of the Accumulation Units of the corresponding Investment Account attributable to this contract on a particular date by the net asset value per share of that Portfolio as of the same date. Fractional votes will be counted. The number of votes as to which voting instructions may be given will be determined as of the ~~Members holding Voting Shares have~~ date coincident with the date established by the Mutual Fund for determining shareholders eligible to vote at the meeting of the Mutual Fund. If required by the Securities and Exchange Commission, AUL reserves the right to ~~vote as set forth herein,~~ determine in a different fashion the ~~approval of Members holding a majority~~ voting rights attributable to the shares of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the OfferingMutual Fund. (fc) ~~In any vote of the~~ Voting ~~Members pursuant~~ rights attributable to ~~Section 2.8(d), any Shares that~~ this contract for which no timely voting instructions are ~~Beneficially Owned~~ received will be voted by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted AUL in the same proportion as the ~~Voting Shares~~ voting instructions which are received in a timely manner for all contracts and Participant Accounts participating in that ~~are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~Investment Account. (gd) ~~Any member that beneficially owns 5%~~ Neither the Variable Account nor AUL is under any duty to inquire as to the instructions received or ~~more~~ the authority of Contractholders, Participants, or others to instruct the ~~Class A shares~~ voting of Mutual Fund shares. (~~excluding shares beneficially owned~~ e) Every person or entity having such voting rights shall receive such reports or prospectuses concerning the Variable Account or the Mutual Fund as may be required by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Memberapplicable federal law.

Appears in 5 contracts

Samples: Ira Custodial Contract (Aul American Unit Trust), Custodial Contract (Aul American Unit Trust), Custodial SPL Contract (Aul American Unit Trust)

Voting. (a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A ~~Shares~~ ordinary shares issued to any Affiliate of the Administrator pursuant to the ~~Management~~ Administrative Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~ Painting and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Painting; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the ~~Artwork~~ Painting and the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; (iv) amending, waiving or failing to comply with any material provision of this Agreement or the Administrative Services Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (v) amending the Administrative Services Agreement. (e) ~~The Company will own~~ If the ~~Artwork~~ Board of Managers determines in its sole discretion that a Liquidity Option (as defined below) for ~~an indefinite period and may sell~~ the ~~Artwork at any time following~~ Class A ordinary shares does not exist on the ~~final~~ seven-year anniversary of the closing of the Offering. , the Company will use commercially reasonable efforts to sell the Painting as soon as reasonably practicable, but not later than the ten-year anniversary of the Closing of the Offering. A “Liquidity Option” shall refer to a means by which U.S. holders of Class A ordinary shares can monetize their investment in the Class A ordinary shares: (fa) ~~In any vote~~ through an alternative trading system, or ATS, as defined in SEC Regulation ATS, a bulletin board connecting potential buyers with potential sellers in compliance with SEC guidelines, brokerage transactions or other means reasonably expected to provide Class A shareholders with an ability to sell their Class A ordinary shares on a continuous or episodic basis; (b) pursuant to a repurchase offer or tender offer, effected in compliance with applicable securities laws; or (c) pursuant to a best efforts secondary offering qualified by the SEC pursuant to Regulation A or similar rules in effect at such time, which secondary offering shall be filed with the SEC not later than three months following such seven-year anniversary. The obligation to effect a sale of the Painting in the absence of a Liquidity Option can only be waived by the holders of a majority of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial MemberShares. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 005, LLC), Limited Liability Company Operating Agreement (Masterworks 004, LLC), Limited Liability Company Operating Agreement (Masterworks 003, LLC)

Voting. The Trustee shall hold any and all shares of Common Stock and any other voting securities of the Depositor (athe “voting securities”) ~~Each Voting Share shall be~~ included in the Trust Estate under the terms and conditions of this Agreement. The Trustee shall, on behalf of the Trust, have full power and authority, and is hereby fully and exclusively empowered, authorized and obligated: (i) to vote in person or by proxy all such voting securities at all meetings of the stockholders of the Depositor, or (ii) to give written consents in lieu of voting such shares at a meeting of the stockholders of the Depositor, in either case in respect of any and all matters on which such shares are entitled to ~~and shall constitute one (1) vote. Except as otherwise set forth in this Agreement~~vote under the certificate of incorporation of the Depositor or applicable law, including, but not limited to, the ~~Voting Shares~~ election of directors, any merger or consolidation, the sale of all or substantially all of the Depositor’s assets, a dissolution of the Depositor and any amendments to the Depositor’s certificate of incorporation. The Trustee shall have no authority or obligation to exercise discretion in respect of the vote to be cast, but instead shall vote ~~together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares~~ (in ~~exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote~~ person or by proxy or by written consent) such voting securities on any matter on which ~~the Members~~ such shares are so entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as all voting securities of the ~~Voting Shares that are not Masterworks Shares~~ Depositor (other than the voting securities included in the Trust Estate) are voted by on such matter. The Trustee’s power and obligation to vote such voting securities held under this Agreement and to give written consents in respect thereof pursuant to this Agreement shall be irrevocable for the ~~Class A Members~~term of this Agreement. ~~Any Masterworks Shares~~ The Trustee (i) shall ~~bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares~~ have the right to ~~vote as set forth herein, the approval~~ waive notice of ~~Members holding a majority~~ any meeting of stockholders of the ~~Voting Shares shall be required for the Company to undertake any~~ Depositor in respect of ~~the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance~~ such shares and ~~promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ (ii) ~~conducting~~ may exercise any ~~business activities, except for activities relating to its direct~~ power or ~~indirect investment in the Artwork~~ perform any act hereunder by an agent or attorney duly authorized and ~~the ownership, maintenance and promotion~~ appointed by him. In furtherance of the ~~Artwork or~~ foregoing, the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork Trustee shall execute and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for deliver an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate irrevocable proxy in the form of attached hereto as Exhibit ~~B that from~~ E, granting the ~~effective date set forth in such notice (~~proxy or ~~if no such effective date is indicated,~~ proxies named therein to cause the ~~date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ voting securities of the ~~Vote Limit shall not constitute Voting Shares for any purposes of~~ Trust to be voted in accordance with this ~~Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~Section 6.1.2.

Appears in 4 contracts

Samples: Rights Agreement (SWK Holdings Corp), Rights Agreement (SWK Holdings Corp), Rights Agreement (SWK Holdings Corp)

Voting. (a) ~~Each Voting Share shall~~ The Lenders agree that the Required Lenders may direct that all of the Lender Common Stock be ~~entitled~~ voted on any matter put to ~~and shall constitute one (1) vote. Except as otherwise set forth in this Agreement,~~ a vote of the ~~Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance~~ holders of the Class ~~B Ordinary Shares in exchange for~~ A Common Stock of the ~~Prior Interests~~Parent (the "Shareholders") as the Required Lenders direct, and each of the ~~Class B Ordinary Shares shall constitute Voting Shares and have the right to~~ Lenders will vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance its shares of ~~any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except~~ Lender Common Stock individually as ~~specifically set forth herein, unless such right to vote is specifically required and mandated~~ directed by the ~~Delaware Act or~~ Required Lenders. If no such direction is given, each Lender may vote its shares as ~~set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~it may determine. (b) ~~In determining~~ Whenever any ~~action or other~~ matter is to be ~~undertaken by or on behalf of the Company, each Member shall be entitled~~ put to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the ~~Members as set forth above shall be authorized by the affirmative vote of a majority~~ Shareholders, in connection with any annual or special meeting of the ~~Voting Shares~~Shareholders, ~~subject~~ the Agent will, no later than 30 Business Days before the date of such vote, request that each Lender advise the Agent how it wishes the Lender Common Stock to ~~any approval~~ be voted. Each Lender will advise the Agent how it wishes the Lender Common Stock to be voted, in writing, no later than 21 Business Days before the date of the ~~Board~~ vote. If the Agent receives direction from Lenders constituting the Required Lenders, the Agent shall notify each of the Lenders of such direction within 7 Business Days of such vote and the Lenders agree to timely vote the Lender Common Stock as ~~required herein~~so directed. No Lender shall vote its Lender Common Stock prior to 7 Business Days before such vote. (c) ~~Notwithstanding the forgoing, any Class A Shares issued~~ In order to ~~any Affiliate~~ insure that voting of the ~~Administrator pursuant~~ Lender Common Stock is carried out in accordance with the terms of this Voting Agreement, each of the Lenders may execute and deliver an irrevocable proxy in the form of Exhibit A attached hereto granting to the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of~~ Agent the ~~Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled~~ right to vote ~~on any matter on which~~ the ~~Class A Members are entitled~~ Lender Common Stock, either by voting at a meeting of Shareholders or ~~required to vote hereunder or pursuant to the Delaware Act,~~ by executing and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofdelivering shareholder written consents. (d) ~~In addition to~~ The Lenders will retain individually all other rights of a shareholder under the ~~other matters on which the Members holding Voting Shares have~~ General Corporation Law of Delaware, including the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offeringreceive dividends directly. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 4 contracts

Samples: Voting and Stock Restriction Agreement (Ing Groep Nv), Voting and Stock Restriction Agreement (Dominion Resources Inc /Va/), Voting and Stock Restriction Agreement (Pb Capital Corp)

Voting. (a) ~~Each Voting Share~~ The Shareholders shall have power to vote only: (i) for the election of one or more Trustees in order to comply with the provisions of the 1940 Act (including Section 16(a) thereof) and (ii) with respect to such additional matters relating to the Trust as may be ~~entitled to and shall constitute one (1) vote. Except as otherwise set forth in~~ required by this ~~Agreement~~Declaration, the ~~Voting~~ By-laws or as a result of the filing of any registration of the Trust or Series as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. (b) On each matter submitted to a vote of Shareholders, unless the Trustees determine otherwise, all Shares of all Series and Classes shall vote together as a single ~~class on~~ class; provided, however, that: (i) as to any matter with respect to which a separate vote of any Series or Class is required by the 1940 Act or other applicable law or is required by attributes applicable to any Series or Class, such requirements as to a separate vote by that Series or Class shall apply; (ii) unless the Trustees determine that this clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one Series or Class and the interests of each such Series or Class in the matter are identical, then the Shares of all ~~matters submitted for approval~~ such affected Series or Classes shall vote together as a single class; and (iii) as to any matter which does not affect the interests of ~~Members. Upon~~ a particular Series or Class, only the ~~issuance~~ holders of Shares of the ~~Class B Ordinary~~ one or more affected Series or Classes shall be entitled to vote. As determined by the Trustees, in their sole discretion, without the vote or consent of Shareholders, (except as required by the 1000 Xxx) on any matter submitted to a vote of Shareholders either (x) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (y) each dollar of Net Asset Value (number of Shares ~~in exchange for~~ owned times Net Asset Value per share of the ~~Prior Interests~~Trust, ~~the Class B Ordinary Shares~~ if no Series shall ~~constitute Voting Shares and~~ have ~~the right~~ been established, or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which ~~the Members~~ such Shares are entitled to vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act~~ and each fractional dollar amount shall be entitled to ~~and shall constitute one (1)~~ a proportionate fractional vote. ~~Upon~~ Without limiting the power of the Trustees in any ~~issuance of any Class A Ordinary Shares~~way to designate otherwise in accordance with the preceding sentence, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, Trustees hereby establish that each ~~Member~~ whole Share shall be entitled to ~~cast a number of votes equal~~ one vote as to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which ~~the Class A Members are~~ it is entitled ~~or required~~ to vote ~~hereunder~~ and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or ~~pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum~~ by proxy or in any manner provided for in the ~~total number of votes available~~ By-laws or ~~required hereunder~~ as determined by the Trustees. A proxy may be given in writing, electronically, by telefax, or ~~pursuant to~~ in any other manner provided for in the ~~Delaware Act~~By-laws or as determined by the Trustees. ~~Once the Masterworks Shares, if any,~~ Until Shares are ~~Transferred to any Person who is not an Affiliate of the Administrator~~issued, the ~~Masterworks Shares shall thereafter have~~ Trustees may exercise all ~~voting~~ rights ~~that~~ of Shareholders and may take any ~~other Voting Shares held~~ action required or permitted by ~~any Class A Member have hereunder~~ law, this Declaration or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the ~~following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion~~ By-laws of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements Trust to be ~~entered into~~ taken by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the OfferingShareholders. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 4 contracts

Samples: Agreement and Declaration of Trust (Gabelli Nextshares Trust), Trust Agreement (Praxis Mutual Funds), Agreement and Declaration of Trust (Oaktree Funds)

Voting. (a) ~~Each Voting Share shall be entitled~~ Except with respect to matters where the separate vote of a particular class of Membership Interests is expressly required hereunder (including in connection with any vote by the Majority GM Preferred Holders or the Class E Preferred Holder and ~~shall constitute one (1~~as provided in Section 7.11 and Section 7.12) ~~vote. Except~~ and as otherwise ~~set forth in this Agreement~~required by Law, ~~the Voting Shares~~ (i) Common Holders holding Common Membership Interests shall vote together as a single class and (ii) Members holding Class C Membership Interests, GM Preferred Membership Interests and Class E Preferred Membership Interests in their capacity as such holders shall have no voting power in connection with the election of Managers and no right or authority to vote on or approve any other matter to be voted on or approved by the Members, whether hereunder, under the Act, at law, in equity or otherwise. Each Common Holder shall be entitled to one vote for each Common Membership Interest held by such Common Holder, in connection with the election of Managers and on all matters ~~submitted~~ to be voted upon by the Members (without prejudice to any consent rights that the holders of any class or portion of any particular class of Membership Interests have expressly been granted under this Agreement). Each GM Preferred Holder shall be entitled to one vote for ~~approval~~ each GM Preferred Membership Interest held by such GM Preferred Holder in connection with any matter where the separate vote of ~~Members~~the GM Preferred Holders is expressly required hereunder (including in connection with any vote by the Members constituting the Majority GM Preferred Holders) and as otherwise required by Law. ~~Upon~~ Only the ~~issuance~~ Class E Preferred Holder shall be entitled to vote in connection with any matter where only the separate vote of the Class ~~B Ordinary Shares in exchange for~~ E Preferred Membership Interests is expressly required hereunder. The percentage of the ~~Prior~~ total votes entitled to be cast by any Common Holder or group of Common Holders with respect to such Common Holder’s or group of Common Holders’ Common Membership Interests, calculated pursuant to this Section 7.7, is herein referred to as the ~~Class B Ordinary Shares shall constitute~~ “Voting ~~Shares and have~~ Power” of such Common Holder or Common Holders. (b) At any meeting of the ~~right~~ Common Holders, each Common Holder entitled to vote on any matter coming before the meeting shall, as to such matter, have a vote, in person, by telephone or by proxy, equal to the Voting Power of the number of Membership Interests held in its name on ~~which~~ the ~~Members are entitled to vote on hereunder or on which the Members are required to vote~~ relevant record date established pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesSection 7.9. (bc) ~~In determining any action or other matter to be undertaken by or on behalf of the Company~~Except as otherwise specified herein, ~~each Member shall be entitled to cast~~ when a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Actquorum is present, the ~~taking of any action by the Company which required a~~ affirmative vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the Voting ~~Shares, subject to any approval~~ Power of the ~~Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth~~ Membership Interests present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy at a duly called meeting and entitled to vote on ~~any~~ the subject matter ~~on which~~ shall be the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate act of the ~~Administrator~~Common Holders, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by any class of Membership Interests is required, the ~~Masterworks Shares shall thereafter have all voting rights that any other~~ affirmative vote of the Common Holders holding at least a majority of the Voting ~~Shares held~~ Power of the Membership Interests of such class present in person or represented by ~~any Class A Member have hereunder or pursuant to~~ proxy at the ~~Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ meeting of such class shall be ~~required to be~~the act of such class, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and ~~shall be, voted in~~ control the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofdecision of such question. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Each Member ~~or any Affiliate of the Initial Member, shall not be~~ entitled to vote at a meeting of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act Common Holders or any ~~other law requires that~~ class of Members or to express consent or dissent to any action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such ~~Shares that are Beneficially Owned~~ proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of Common Holders or any class of Members, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the ~~Initial Member~~ Secretary or ~~any Affiliate of~~ a person designated by the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be~~Secretary, and ~~shall be,~~ no Membership Interests may be represented or voted ~~in the same proportion as the Voting Shares~~ under a proxy that ~~are Beneficially Owned by Members holding Voting Shares other than the Initial Member~~ have been found to be invalid or ~~any Affiliate of the Initial Member~~irregular. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Gmac LLC), Limited Liability Company Operating Agreement (Gmac LLC)

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 097, LLC), Limited Liability Company Operating Agreement (Masterworks 007, LLC), Limited Liability Company Operating Agreement (Masterworks 057, LLC)

Voting. (a) ~~Each~~ Unless otherwise provided in this Agreement or any Series Designation, (i) each Voting Share of each Series shall be entitled to ~~and~~ one vote for all matters submitted for the consent or approval of Members of the Company generally, (ii) each Voting Share (regardless of Series) shall ~~constitute~~ vote together as a single class on all matters as to which all holders of Voting Shares are entitled to vote, (iii) Voting Shares of a particular Series shall be entitled to one ~~(1) vote~~vote for all matters submitted for the consent or approval of the Members of such Series. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares ~~in exchange for the Prior Interests~~of any Series, the Class B Ordinary Shares of such Series shall constitute Voting Shares of such Series and have the right to vote on any matter on which the Members overall, or the Members of such Series, are entitled to vote on hereunder or on which the Members overall, or the Members of such Series, are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary ~~Shares~~Shares of a Series, the Class B Ordinary Shares of such Series shall no longer constitute Voting Shares of such Series and shall have no further voting ~~rights~~ rights, either with respect to the applicable Series or the Company overall, except as specifically set forth ~~herein~~herein or in a Series Designation, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the ~~Company~~Company overall, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) In determining any action or other matter to be undertaken by or on behalf of any Series, each Member of such Series shall be entitled to cast a number of votes equal to the number of Voting Shares of such Series that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by any Series which required a vote of the Members of such Series as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares of such Series, subject to any approval of the Board as required herein. (d) Notwithstanding the forgoing, any Class A Shares of any Series issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section ~~2.4~~ 2.04 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any ~~matter~~ matter, as to any Series, on which the Class A Members of such Series are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks ~~Shares~~Shares of a particular Series, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares of such Series shall thereafter have all voting rights with respect to such Series that any other Voting Shares of such Series held by any Class A Member of such Series have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares of a particular Series vote on any matter notwithstanding the provisions herein, the Masterworks Shares of such Series shall be required to be, and shall be, voted in the same proportion as the Voting Shares of such Series that are not Masterworks Shares of such Series are voted by the Class A ~~Members~~Members of such Series. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (de) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares of a Series shall be required for ~~the Company~~ such Series to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Series Artwork or the eventual Sale of the Series Artwork for such Series and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Series Artwork for such Series; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Series Artwork for such Series and the ownership, maintenance and promotion of the Series Artwork for such Series or the eventual Sale of the ~~Artwork~~Series Artwork for such Series; and (iii) incurring any material loans or material borrowing arrangements to be entered into by ~~the Company~~ such Series as a debtor other than those incidental to the direct or indirect investment in the Series Artwork for such Series and the ownership, maintenance and promotion of the Series Artwork for such Series or the eventual Sale of the ~~Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder~~Series Artwork for such Series; and (ef) ~~The Company~~ Each Series will ~~own the~~ own, directly or indirectly, its Series Artwork for an indefinite period and may sell ~~the~~ its Series Artwork at any time following the final closing of the ~~Offering~~Series Tranche for such Series. (fg) In any vote of the Voting Members pursuant to Section ~~2.8(d~~2.08(e), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section ~~2.8(f~~2.08(h), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (gh) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks Vault 2, LLC), Limited Liability Company Operating Agreement (Masterworks Vault 1, LLC), Limited Liability Company Operating Agreement (Masterworks Vault 3, LLC)

Voting. ~~(a) Each Voting Share~~ The vote upon any resolutions submitted to any meeting of Holders shall be ~~entitled to and~~ by written ballots on which shall ~~constitute one (1) vote. Except as otherwise set forth in this Agreement,~~ be subscribed the ~~Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance~~ signatures of the ~~Class B Ordinary Shares in exchange for~~ Holders of Securities or of their representatives by proxy and the ~~Prior Interests~~serial number or numbers of the Securities held or represented by them. The permanent chairman (or the temporary chairman, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall if no ~~longer constitute Voting Shares and~~ permanent chairman shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members been elected pursuant to Section ~~2.8(d)~~1505) of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the permanent secretary (or the temporary secretary, ~~any Shares that are Beneficially Owned~~ if no permanent secretary shall have been elected pursuant to Section 1505) of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the ~~Initial Member~~ permanent secretary (or ~~any Affiliate~~ the temporary secretary, if no permanent secretary shall have been elected pursuant to Section 1505) of the ~~Initial Member,~~ meeting and there shall ~~not~~ be ~~entitled~~ attached to ~~vote~~ said record the original reports of ~~any such matter and shall not be considered in determining~~ the ~~total number~~ inspectors of votes ~~available~~ on any vote by ballot taken thereat and affidavits by one or ~~required hereunder~~ more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 1502. The record shall show the serial numbers of the Securities voting in favor of or ~~pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or~~ against any ~~other law requires that such Shares that are Beneficially Owned~~ resolution. The record shall be signed and verified by the ~~Initial Member or any Affiliate~~ affidavits of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be,~~ permanent chairman and ~~shall be, voted in~~ the ~~same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate~~ permanent secretary of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice meeting (or if no permanent chairman and/or permanent secretary shall have been elected pursuant to Section 1505, then the temporary chairman and/or the temporary secretary, as the case may be, shall take such ~~effective date is indicated~~action) and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the ~~date such notice is received by~~ latter to have attached thereto the ~~Company) such Member~~ ballots voted at the meeting. Any record so signed and verified shall be ~~subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ conclusive evidence of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Membermatters therein stated.

Appears in 3 contracts

Samples: Indenture (Inco LTD), Subordinated Indenture (Inco LTD), Indenture (Inco LTD)

Voting. ~~(a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement~~At any meeting of all Members at which a quorum is present, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members ~~are~~ entitled to vote ~~on hereunder or on which~~ at such meeting may take action upon the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of ~~the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares~~ those Units that are issued ~~to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise~~ and outstanding and held by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ those Members entitled to vote ~~on any matter on which~~ at such meeting, whether such Units are represented in person or by proxy at the ~~Class A~~ meeting, unless the vote, consent or approval of a different number or percentage of issued and outstanding Units held by those Members ~~are~~ entitled ~~or required~~ to vote ~~hereunder~~ at such meeting is specified by law or ~~pursuant~~ by this Agreement (in which case, the vote required under this Section 5.10 shall be the vote of those Members representing at least such different number or percentage of issued and outstanding Units held by those Members entitled to ~~the Delaware Act, and shall not be considered in determining the existence~~ vote at such meeting). At any meeting of all Preferred Members at which a quorum ~~or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who~~ is ~~not an Affiliate of the Administrator~~present, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Preferred Members ~~holding Voting Shares have the right~~ entitled to vote ~~as set forth herein,~~ at such meeting may take action upon the ~~approval~~ vote of ~~Members holding~~ a majority of ~~the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than~~ those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares Units that are ~~Beneficially Owned~~ issued and outstanding and held by ~~the Initial Member or any Affiliate of the Initial Member, shall not be~~ those Members entitled to vote at such meeting, whether such Preferred Units are represented in person or by proxy at the meeting, unless the vote, consent or approval of a different number or percentage of issued and outstanding Preferred Units held by those Preferred Members entitled to vote at such meeting is specified by law or by this Agreement (in which case, the vote required under this Section 5.10 shall be the vote of those Preferred Members representing at least such different number or percentage of issued and outstanding Preferred Units held by those Preferred Members entitled to vote at such meeting). At any meeting of Series A Members at which a quorum is present, the Series A Members entitled to vote at such ~~matter and shall not be considered in determining~~ meeting may take action upon the ~~total number~~ vote of ~~votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares~~ a majority of those Series A Preferred Units that are ~~Beneficially Owned~~ issued and outstanding and held by those Series A Members entitled to vote at such meeting, whether such Series A Preferred Units are represented in person or by proxy at the ~~Initial Member~~ meeting, unless the vote, consent or ~~any Affiliate~~ approval of a different number or percentage of issued and outstanding Series A Preferred Units held by those Series A Members entitled to vote at such meeting is specified by law or by this Agreement (in which case, the ~~Initial Member~~ vote ~~on any matter notwithstanding~~ required under this Section ~~2.8(f), such Shares~~ 5.10 shall be ~~required~~ the vote of those Series A Members representing at least such different number or percentage of issued and outstanding Series A Preferred Units held by those Series A Members entitled to bevote at such meeting). At any meeting of Series B Members at which a quorum is present, ~~and shall be, voted in~~ the ~~same proportion as~~ Series B Members entitled to vote at such meeting may take action upon the ~~Voting Shares~~ vote of a majority of those Series B Preferred Units that are ~~Beneficially Owned~~ issued and outstanding and held by those Series B Members ~~holding Voting Shares other than~~ entitled to vote at such meeting, whether such Series B Preferred Units are represented in person or by proxy at the ~~Initial Member~~ meeting, unless the vote, consent or ~~any Affiliate~~ approval of ~~the Initial Member.~~ a different number or percentage of issued and outstanding Series B Preferred Units held by those Series B Members entitled to vote at such meeting is specified by law or by this Agreement (~~g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate~~ in ~~the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated~~which case, the ~~date such notice is received by the Company) such Member~~ vote required under this Section §5.10 shall be ~~subject~~ the vote of those Series B Members representing at least such different number or percentage of issued and outstanding Series B Preferred Units held by those Series B Members entitled to vote at such meeting). At any meeting of Common Members at which a ~~Vote Limit. Any shares beneficially owned~~ quorum is present, the Common Members entitled to vote at such meeting may take action upon the vote of a majority of those Common Units that are issued and outstanding and held by those Common Members entitled to vote at such ~~Vote Limited Member~~ meeting, whether such Common Units are represented in ~~excess~~ person or by proxy at the meeting, unless the vote, consent or approval of ~~the Vote Limit shall not constitute Voting Shares for any purposes~~ a different number or percentage of issued and outstanding Common Units held by those Common Members entitled to vote at such meeting is specified by law or by this Agreement ~~for so long as~~ (in which case, the vote required under this Section 5.10 shall be the vote of those Common Members representing at least such ~~shares are beneficially owned~~ different number or percentage of issued and outstanding Common Units held by those Common Members entitled to vote at such ~~Vote Limited Member or any affiliate of such Vote Limited Member~~meeting).

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement (Rhythm Holding Company, LLC), Operating Agreement (Rhythm Holding Company, LLC)

Voting. ~~(a)~~ Each ~~Voting Share~~ Shareholder entitled to vote in accordance with the terms and provisions of this Declaration of Trust shall be entitled to one vote for each Share held by such Shareholder (i) at a meeting, in person, by written proxy or by a signed writing or consent directing the manner in which he desires that his vote be cast, which writing must be received by the Trustees prior to such meeting or (ii) without a meeting, by a signed writing or consent directing the manner in which he desires his vote to be cast, which writing must be received by the Trustees prior to the date upon which the votes of the Shareholders are to be counted. In connection with the foregoing, no proxy shall be voted after six months from its date unless such proxy is coupled with an interest sufficient in law to support an irrevocable power and ~~shall constitute one~~ provides for a longer period and except that the Board of Trustees may prohibit the holders of Excess Shares (as defined in Article XII Section 1) ~~vote. Except as otherwise set forth in this Agreement,~~ from voting the ~~Voting Shares shall vote together as a single class on all matters submitted for approval of Members~~Excess Shares. Upon the ~~issuance~~ demand of any Shareholder, the vote for Trustees and upon any question before a meeting shall be by ballot. All elections for Trustees shall be decided by plurality vote (at a meeting or without a meeting, provided that at least a majority of the ~~Class B Ordinary~~ outstanding Shares shall cast a vote in ~~exchange for~~ such election). Unless otherwise provided by this Declaration of Trust, all other questions shall be decided by a majority of the ~~Prior Interests~~votes cast at a meeting at which a quorum is present or a majority of outstanding Shares cast, without a meeting. Notwithstanding the foregoing, none of the Advisor, the ~~Class B Ordinary~~ Trustees nor their Affiliates may vote any Shares held by them, or consent, on matters submitted to the Shareholders regarding: (a) the removal of the Advisor, the Trustees or their Affiliates; or (b) any transaction between the Trust and the Advisor, the Trustees or their Affiliates. Shares held by the Advisor, the Trustees and their Affiliates shall ~~constitute Voting~~ not be included in determining the number of outstanding Shares ~~and have the right to vote on any matter on which the Members are~~ entitled to vote on ~~hereunder or on which~~ the ~~Members are required to vote pursuant to the Delaware Act~~ matters discussed in (a) and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) ~~In determining any action or other matter to be undertaken by or on behalf of the Company~~above, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or nor in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, actually voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofthereon. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: Agreement and Declaration of Trust (United Mortgage Trust), Agreement and Declaration of Trust (United Mortgage Trust), Agreement and Declaration of Trust (United Mortgage Trust)

Voting. (ai) ~~Each Voting Share~~ So long as no Event of Default shall have occurred and be Continuing, except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Indenture, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, no Grantor shall ~~constitute one~~ exercise or refrain from exercising any such right without the prior written consent of the Collateral Trustee (as directed by a majority of Holders in aggregate principal amount of Notes) if such action would have a Material Adverse Effect on the value of the Collateral; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 6.6(b)(i); and (ii) Upon the occurrence and during the continuation of an Event of Default: (1) ~~vote. Except as~~ all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to exercise pursuant hereto shall cease and all such rights shall ~~constitute one~~ thereupon become vested in the Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) ~~vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares~~ each Grantor shall ~~no longer constitute Voting Shares~~ promptly execute and ~~shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act~~ deliver (or ~~as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter~~ cause to be ~~undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal~~ executed and delivered) to the ~~number of Voting Shares~~ Collateral Trustee all proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request and (2) each Grantor acknowledges that ~~such Member holds, with~~ the Collateral Trustee may utilize the power ~~to vote, at the time~~ of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as attorney set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork8.1; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: First Lien Notes Pledge and Security Agreement (Ocwen Financial Corp), Second Lien Notes Pledge and Security Agreement (Ocwen Financial Corp), Indenture (Ocwen Financial Corp)

Voting. (a) ~~Each~~ At all times, 100% of all Voting ~~Share~~ Rights shall ------ be ~~entitled~~ allocated among all Certificateholders in proportion to ~~and shall constitute one (1) vote. Except as otherwise set forth~~ the then outstanding principal balances of their respective Certificates; provided that any exercise -------- of Voting Rights that would adversely affect in ~~this Agreement~~any material respect the Retained Interest, the ~~Voting Shares~~ Call Right or the Optional Exchange Right shall ~~vote together as a single class on all matters submitted for approval of Members. Upon~~ require the ~~issuance~~ consent of the ~~Class B Ordinary Shares in exchange for~~ holder thereof. The Trustee shall provide notice of any opportunity to exercise Voting Rights to the ~~Prior Interests~~holders of each of the Retained Interest, the ~~Class B Ordinary Shares shall constitute Voting Shares~~ Call Right and ~~have~~ the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesOptional Exchange Right. (b) ~~In determining~~ The Required Percentage-Amendment of Voting Rights of those Certificates that are materially adversely affected by any ~~action~~ modification or ~~other matter to be undertaken by or on behalf~~ amendment of the ~~Company, each Member~~ Trust Agreement necessary to consent to such modification or amendment shall be ~~entitled to cast a number of votes equal to~~ 66 2/3%, if each Rating Agency shall have notified the ~~number of Voting Shares~~ Depositor and the Trustee in writing that such ~~Member holds, with the power to vote, at the time of such vote unless otherwise set forth~~ modification or amendment will not result in ~~this Agreement. Unless otherwise set forth in this Agreement,~~ a reduction or ~~otherwise required by the Delaware Act, the taking of any action by the Company which required a vote~~ withdrawal of the ~~Members as set forth above shall be authorized by the affirmative vote of a majority~~ then current rating of the ~~Voting Shares~~Certificates, ~~subject to any approval of the Board as required herein~~and otherwise 100%. (c) ~~Notwithstanding~~ In addition to the ~~forgoing~~other restrictions on modification and amendment contained in the Standard Terms, the Trustee shall not agree to or enter into any ~~Class A Shares issued to any Affiliate~~ amendment or modification of the ~~Administrator pursuant to~~ Trust Agreement which would adversely affect in any material respect (i) the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate~~ Retained Interest without the consent of the ~~Administrator~~ holder thereof, (ii) the ~~“Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate~~ Call Right without the consent of the ~~Administrator, be entitled to vote on any matter on which~~ holder thereof or (iii) the ~~Class A Members are entitled or required to vote hereunder or pursuant to~~ Optional Exchange Right without the ~~Delaware Act,~~ consent of all the Certificateholders and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the ~~Administrator,~~ holders of the ~~Masterworks Shares shall thereafter have all voting rights~~ Retained Interest and the Call Right; provided that ~~any other Voting Shares held by any Class A Member have hereunder~~ no such amendment or ~~pursuant to~~ modification will be permitted which -------- would alter the ~~Delaware Act. In~~ status of the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion Trust as ~~the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear~~ a ~~customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof~~grantor trust for Federal Income tax purposes. (d) In addition to the other ~~matters~~ restrictions on ~~which~~ modification and amendment contained in the ~~Members holding Voting Shares have the right to vote as set forth herein~~Standard Terms, the ~~approval of Members holding a majority~~ Trustee shall not agree to or enter into any amendment or modification of the ~~Voting Shares shall be required for~~ Retained Interest, the ~~Company to undertake any~~ Call Right or the Optional Exchange Right without the consent of the ~~following actions, except as otherwise set forth herein:~~ holder thereof or which would adversely affect in any material respect the interests of the Certificateholders without the consent of Certificateholders representing 66 2/3% of the aggregate Voting Rights of those Certificates that are materially adversely affected by such modification or amendment and without confirmation by each Rating Agency that such amendment will not result in a downgrading or withdrawal of its rating of the Certificates; provided that (i) ~~acquiring any additional material assets, other than those incidental to~~ -------- no such amendment or modification will be permitted which would alter the ~~direct or indirect ownership, maintenance and promotion~~ status of the ~~Artwork or the eventual Sale of the Artwork~~ Trust as a grantor trust for Federal Income tax purposes and ~~other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ (ii) ~~conducting~~ any ~~business activities, except for activities relating to its direct~~ amendment or ~~indirect investment in the Artwork and the ownership, maintenance and promotion~~ modification of the ~~Artwork~~ Trust Agreement or the ~~eventual Sale~~ Call Right which would alter the timing or amount of any payment of the ~~Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by~~ Call Price shall require the ~~Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion~~ consent of Certificateholders representing 100% of the ~~Artwork or the eventual Sale~~ aggregate Voting Rights of the ~~Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and~~Certificates. (e) ~~The Company will own the Artwork for~~ Any determination that an ~~indefinite period and may sell the Artwork at any time following the final closing~~ exercise of Voting Rights, or a modification or amendment of the ~~Offering. (f) In~~ Trust Agreement, would adversely in effect in any ~~vote of~~ material respect the ~~Voting Members pursuant to Section 2.8(d)~~Retained Interest, ~~any Shares that are Beneficially Owned~~ the Call Right or the Optional Exchange Right made by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares holder thereof shall be ~~required to be,~~ conclusive and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares binding for ~~any~~ all purposes ~~of this Agreement for~~ so long as such ~~shares are beneficially owned by such Vote Limited Member or~~ determination is made in good faith and on any ~~affiliate of such Vote Limited Member~~commercially reasonable basis.

Appears in 3 contracts

Samples: Series Supplement (Elmwood Funding LTD), Series Supplement (Elmwood Funding LTD), Series Supplement (Elmwood Funding LTD)

Voting. The Trustee shall hold any and all shares of Common Stock and any other voting securities of the Depositor (athe “voting securities”) ~~Each Voting Share shall be~~ included in the Trust Estate under the terms and conditions of this Agreement. The Trustee shall, on behalf of the Trust, have full power and authority, and is hereby fully and exclusively empowered, authorized and obligated: (i) to vote in person or by proxy all such voting securities at all meetings of the stockholders of the Depositor, or (ii) to give written consents in lieu of voting such shares at a meeting of the stockholders of the Depositor, in either case in respect of any and all matters on which such shares are entitled to ~~and shall constitute one (1) vote. Except as otherwise set forth in this Agreement~~vote under the certificate of incorporation of the Company or applicable law, including, but not limited to, the ~~Voting Shares~~ election of directors, any merger or consolidation, the sale of all or substantially all of the Depositor’s assets, a dissolution of the Depositor and any amendments to the Depositor’s certificate of incorporation. The Trustee shall have no authority or obligation to exercise discretion in respect of the vote to be cast, but instead shall vote ~~together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares~~ (in ~~exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote~~ person or by proxy or by written consent) such voting securities on any matter on which ~~the Members~~ such shares are so entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as all voting securities of the ~~Voting Shares that are not Masterworks Shares~~ Depositor (other than the voting securities included in the Trust Estate) are voted by on such matter. The Trustee’s power and obligation to vote such voting securities held under this Agreement and to give written consents in respect thereof pursuant to this Agreement shall be irrevocable for the ~~Class A Members~~term of this Agreement. ~~Any Masterworks Shares~~ The Trustee (i) shall ~~bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares~~ have the right to ~~vote as set forth herein, the approval~~ waive notice of ~~Members holding a majority~~ any meeting of stockholders of the ~~Voting Shares shall be required for the Company to undertake any~~ Depositor in respect of ~~the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance~~ such shares and ~~promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ (ii) ~~conducting~~ may exercise any ~~business activities, except for activities relating to its direct~~ power or ~~indirect investment in the Artwork~~ perform any act hereunder by an agent or attorney duly authorized and ~~the ownership, maintenance and promotion~~ appointed by him. In furtherance of the ~~Artwork or~~ foregoing, the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork Trustee shall execute and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for deliver an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate irrevocable proxy in the form of attached hereto as Exhibit ~~B that from~~ E, granting the ~~effective date set forth in such notice (~~proxy or ~~if no such effective date is indicated,~~ proxies named therein to cause the ~~date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ voting securities of the ~~Vote Limit shall not constitute Voting Shares for any purposes of~~ Trust to be voted in accordance with this ~~Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~Section 6.1.2.

Appears in 3 contracts

Samples: Rights Agreement (Compass Minerals International Inc), Rights Agreement (Compass Minerals International Inc), Trust Agreement (Selectica Inc)

Voting. Parent and Merger Sub covenant and agree that, until the Effective Time or the earlier of a termination of this Agreement or a Parent Adverse Recommendation Change, (a) ~~Each Voting Share shall~~ at the Company Shareholder Meeting or any other meeting or vote of or in connection with any approval, of the holders of Company Securities, however called, Parent will vote, or cause to be voted, to the extent entitled to vote, all Company Securities then owned beneficially or of record by it or any of its Subsidiaries, as of the record date for such meeting, in favor of the approval of (i) this Agreement (as it may be amended or otherwise modified from time to time) and ~~shall constitute one~~ the Merger and the approval of any actions required in furtherance thereof and (1ii) ~~vote. Except as otherwise set forth~~ for purposes of determining the manner in ~~this Agreement~~which the I-Units are voted, the ~~Voting Shares shall vote together as a single class on all matters submitted for~~ approval of ~~Members. Upon~~ the ~~issuance of~~ KMP Merger Agreement (as it may be amended or otherwise modified from time to time) and the ~~Class B Ordinary Shares in exchange for~~ KMP Merger and the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance approval of any ~~Class A Ordinary Shares~~actions required in furtherance thereof, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) ~~In determining~~ at any ~~action~~ meeting or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the ~~Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to~~ KMP Limited Partners or in connection with any approval of the ~~Board~~ KMP Limited Partners, however called, Parent will vote, or cause to be voted, all KMP Limited Partner Interests then owned beneficially or of record by it or any of its Subsidiaries, as of the record date for such meeting, in favor of the approval of the KMP Merger Agreement (as it may be amended or otherwise modified from time to time) and the KMP Merger and the approval of any actions required ~~herein.~~ in furtherance thereof and (c) ~~Notwithstanding the forgoing,~~ at any ~~Class A Shares issued to any Affiliate~~ meeting or vote of the ~~Administrator pursuant~~ EPB Limited Partners or in connection with any approval of the EPB Limited Partners, however called, Parent will vote, or cause to ~~the Management Services Agreement~~be voted, all EPB Common Units and EPB Class B Units then owned beneficially or of record by it or any of its Subsidiaries, as ~~set forth in Section 2.4 or otherwise held by any Affiliate~~ of the ~~Administrator (the “Masterworks Shares”)~~record date for such meeting, ~~shall not, while such Shares are Beneficially Owned by any Affiliate~~ in favor of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of ~~Members holding a majority of~~ the ~~Voting Shares shall~~ EPB Merger Agreement (as it may be ~~required for~~ amended or otherwise modified from time to time) and the ~~Company to undertake any of~~ EPB Merger and the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership approval of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment actions required in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offeringfurtherance thereof. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: Merger Agreement (Kinder Morgan Management LLC), Merger Agreement (Kinder Morgan, Inc.), Merger Agreement (Kinder Morgan, Inc.)

Voting. ~~(a) Each Voting Share~~ The Trustee shall deliver, or cause to be executed and delivered, to the Administrator all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by the Trustee relating to securities held by the Trust. The Administrator shall deliver these to the appropriate Participant or Beneficiary of a deceased Participant, but only if the Employer has specified in the Adoption Agreement that investment decisions shall be made by Participants pursuant to Section 11.02 hereof. The Trustee shall vote securities held by the Trust in accordance with the written instructions of the person or persons entitled to ~~and shall constitute one (1) vote~~make investment decisions pursuant to Section 11.02. ~~Except as otherwise set forth in this Agreement~~If, however, the ~~Voting Shares~~ Trustee is not State Street Bank and Trust Company and has not received instructions with respect to how to vote given securities before five full business days prior to the meeting at which such securities are to be voted, the Trustee may vote such securities. If the Trustee is State Street Bank and Trust Company and it has not received instructions with respect to how to vote given securities before two full business days prior to the meeting at which such securities are to be voted, it shall not vote such securities except to the extent they are shares of a Designated Investment Company, in which case it shall vote ~~together as a single class on all matters submitted~~ such securities for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, against each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreementproposal, or ~~otherwise required by the Delaware Act~~abstain from voting on each proposal, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as all other shares of such Designated Investment Company vote or abstain from voting at the ~~Voting Shares that are~~ shareholder meeting either in person or by proxy. In applying the foregoing, the Trustee is not ~~Masterworks Shares~~ required to vote particular shares of a Designated Investment Company in the manner specified in the preceding sentence, so long as all of the shares of the Designated Investment Company as to which the Trustee has not received instructions are voted by in the ~~Class A Members~~aggregate in accordance with the preceding sentence. ~~Any Masterworks Shares~~ Notwithstanding the foregoing, the Trustee shall ~~bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares~~ not have the ~~right~~ authority to vote ~~as set forth herein,~~ shares of a Designated Investment Company without instructions from the ~~approval of Members holding a majority of~~ person or persons entitled to make investment decisions unless either (a) the ~~Voting Shares~~ Securities and Exchange Commission shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be have issued ~~hereunder; and (e) The Company will own the Artwork for~~ an ~~indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members~~ exemptive order pursuant to Section ~~2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate~~ 6(c) of the ~~Initial Member~~Investment Company Act of 1940, ~~shall not be entitled~~ as amended, the application for which order describes the Trustee's authorization to so vote without instructions, or (b) the Trustee has received an opinion of its counsel that the exercise of the authority to vote shares of ~~any such matter and shall~~ a Designated Investment Company without instructions will not ~~be considered in determining~~ render the ~~total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that,~~ Trustee an "affiliated person" as defined in the ~~event that the Delaware~~ Investment Company Act ~~or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate~~ of ~~the Initial Member vote on any matter notwithstanding this Section 2.8(f)~~1940, ~~such Shares shall be required to be, and shall be, voted in the same proportion~~ as ~~the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~amended. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: Scudder Flexi Plan Agreement (Scudder Equity Trust), Scudder Flexi Plan Agreement (Scudder Investment Trust), Scudder Flexi Plan Agreement (Scudder Portfolio Trust/)

Voting. Each Shareholder shall have one vote for each Share (aand a fractional vote for each fractional Share) ~~Each Voting Share shall be entitled~~ held by such Shareholder on the record date set pursuant to ~~and shall constitute one~~ Section 5 of this Article 2 on each matter submitted to a vote at a meeting of Shareholders. Subject to any other provision of this Declaration of Trust, the By-Laws or applicable law which requires a different vote: (1) ~~vote. Except as otherwise set forth~~ in ~~this Agreement~~all matters other than the election of Trustees, the ~~Voting Shares~~ affirmative vote of the majority of votes cast at a Shareholders’ meeting at which a quorum is present shall be the act of the Shareholders; (2) Trustees shall be elected by a plurality of the votes cast at a Shareholders’ meeting at which a quorum is present, provided that where any provision of law or of this Declaration of Trust requires that the holders of any Series shall vote ~~together~~ as a ~~single class on all matters submitted for approval~~ Series (or that holders of ~~Members. Upon the issuance~~ a Class vote as a Class), then a majority of the ~~Class B Ordinary~~ Shares of that Series (or Class) voting on the matter (or a plurality with respect to the election of Trustees) shall decide that matter insofar as that Series (or Class) is concerned. There shall be no cumulative voting in the election of Trustees. Votes may be made in person or by proxy. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting. Any Shareholder may vote part of the Shares in ~~exchange for~~ favor of the ~~Prior Interests~~proposal and refrain from voting the remaining Shares or vote them against the proposal, but if the ~~Class B Ordinary~~ shareholder fails to specify the number of Shares ~~shall constitute Voting Shares and have the right to vote on any matter on~~ which the ~~Members are~~ Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to the total Shares that the Shareholder is entitled to vote on ~~hereunder or on which the Members are required to vote pursuant to the Delaware Act~~ such proposal. Abstentions and ~~shall~~ broker non-votes will be ~~entitled to~~ included for purposes of determining whether a quorum is present at a Shareholders’ meeting. Abstentions and ~~shall constitute one (1) vote~~broker non-votes will be treated as votes present at a Shareholders’ meeting, but will not be treated as votes cast. ~~Upon any issuance of any Class A Ordinary Shares~~Abstentions and broker non-votes, ~~the Class B Ordinary Shares shall no longer constitute Voting Shares and shall~~ therefore, will have no ~~further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act~~ effect on proposals which require a plurality or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number majority of votes ~~equal to~~ cast for approval, but will have the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required same effect as a vote ~~of the Members as set forth above shall be authorized by the affirmative vote of~~ “against” on proposals requiring a majority of ~~the Voting Shares, subject to any approval of the Board as required herein~~outstanding voting securities for approval. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: By Laws (New Age Alpha Funds Trust), By Laws (New Age Alpha Variable Funds Trust), By Laws (New Age Alpha Trust)

Voting. ~~(a) Each Voting Share~~ Unless otherwise provided in the Certificate, each stockholder shall be entitled to ~~and~~ one vote for each share of capital stock held by such stockholder. The Board, in its discretion, or the chairperson of the meeting of stockholders, in his or her discretion, may require that any votes cast at a meeting of stockholders shall ~~constitute one (1) vote~~be cast by written ballot. ~~Except as otherwise set forth in this Agreement~~In all matters other than the election of directors, the ~~Voting Shares shall~~ affirmative vote ~~together as a single class on all matters submitted for approval of Members. Upon the issuance~~ of the ~~Class B Ordinary Shares~~ majority in ~~exchange for~~ voting power of shares of stock present in person, by remote communication, if applicable, or represented by proxy at the ~~Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares~~ meeting and ~~have the right to vote on any matter on which the Members are~~ entitled to vote on ~~hereunder or on which~~ the ~~Members are required to vote pursuant to the Delaware Act and~~ subject matter shall be ~~entitled to and shall constitute one (1) vote. Upon any issuance~~ the act of ~~any Class A Ordinary Shares,~~ the ~~Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein,~~ stockholders unless ~~such right to~~ a different or minimum vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the ~~Delaware Act~~Certificate, these Bylaws or the ~~taking~~ rules and regulations of any ~~action by~~ stock exchange applicable to the ~~Company~~ Corporation or its securities, in which ~~required a~~ case such different or minimum vote ~~of the Members as set forth above~~ shall be ~~authorized~~ the applicable vote on the matter. Each director shall be elected by the affirmative vote of a the majority of the ~~Voting Shares, subject~~ votes cast with respect to such director’s election (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at any ~~approval~~ meeting for the election of directors at which a quorum is present; provided that each director shall be elected by a plurality of the votes cast (instead of by votes cast for or against a nominee) at any meeting at which a quorum in present for which the Board ~~as required herein. (c) Notwithstanding~~ determines that the ~~forgoing, any Class A Shares issued~~ number of nominees exceeds the number of directors to ~~any Affiliate of~~ be elected at such election and such determination has not been rescinded by the ~~Administrator pursuant~~ Board on or prior to the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate~~ tenth day preceding the date the Corporation first mails its notice of meeting for such meeting to the ~~Administrator~~ stockholders (~~the~~ a “~~Masterworks Shares~~Contested Election”). In an election other than a Contested Election, stockholders will be given the choice to cast votes “for” or “against” the election of directors or to “abstain” from such vote (with abstentions and broker non-votes not counted as a vote cast “for” or “against” the election of such candidate), and stockholders shall ~~not~~not have the ability to cast any other vote with respect to such election of directors. In a Contested Election, ~~while such Shares are Beneficially Owned by any Affiliate~~ stockholders will be given the choice to cast “for” or “withhold” votes for the election of ~~the Administrator, be entitled to~~ directors (with abstentions and broker non-votes not counted as a vote ~~on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act,~~ cast) and shall not ~~be considered in determining~~ have the ~~existence of a quorum or in the total number of votes available or required hereunder or pursuant~~ ability to ~~the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that~~ cast any other ~~Voting Shares held by any Class A Member have hereunder or pursuant~~ vote with respect to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofsuch election of directors. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: Business Combination Agreement (Impax Laboratories Inc), Business Combination Agreement (Impax Laboratories Inc), Business Combination Agreement (Impax Laboratories Inc)

Voting. ~~(a) Each Voting Share shall be entitled to and shall constitute one (1) vote.~~ Except as otherwise ~~set forth in~~ required by law or this ~~Agreement~~Second Amended and Restated Certificate (including any Preferred Stock Designation), for so long as any shares of Class E Common Stock shall remain outstanding, the ~~Voting Shares~~ Corporation shall not, without the prior vote ~~together as a single class on all matters submitted for approval of Members. Upon the issuance~~ or written consent of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote holders of a majority of the ~~Voting Shares~~shares of Class E Common Stock then outstanding, ~~subject to~~ voting separately as a single class, amend, alter or repeal any ~~approval~~ provision of this Second Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the ~~Board as~~ Class E Common Stock. Any action required ~~herein. (c) Notwithstanding the forgoing,~~ or permitted to be taken at any ~~Class A Shares issued to any Affiliate~~ meeting of the ~~Administrator pursuant to~~ holders of Class E Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the ~~Management Services Agreement~~action so taken, ~~as set forth in Section 2.4 or otherwise held~~ shall be signed by ~~any Affiliate~~ the holders of the ~~Administrator (~~outstanding Class E Common Stock having not less than the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total minimum number of votes ~~available~~ that would be necessary to authorize or ~~required hereunder or pursuant~~ take such action at a meeting at which all shares of Class E Common Stock were present and voted and shall be delivered to the ~~Delaware Act~~Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. ~~Once~~ Delivery made to the ~~Masterworks Shares~~Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Class E Common Stock shall, to the extent required by law, be given to those holders of Class E Common Stock who have not consented in writing and who, if ~~any~~the action had been taken at a meeting, ~~are Transferred~~ would have been entitled to ~~any Person who is not an Affiliate~~ notice of the ~~Administrator,~~ meeting if the ~~Masterworks Shares shall thereafter have all voting rights~~ record date for notice of such meeting had been the date that ~~any other Voting Shares held~~ written consents signed by ~~any~~ a sufficient number of holders of Class ~~A Member have hereunder or pursuant~~ E Common Stock to take the action were delivered to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofCorporation. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 3 contracts

Samples: Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Adara Acquisition Corp.)

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 043, LLC), Limited Liability Company Operating Agreement (Masterworks 043, LLC)

Voting. (a) Each ~~Voting Share~~ Class A Shares shall be entitled to and shall constitute one (1) vote. ~~Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members.~~ Upon the issuance of the Class B ~~Ordinary~~ Shares in exchange for the Prior Interests, the Class B ~~Ordinary~~ Shares shall ~~constitute Voting Shares and~~ have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A ~~Ordinary~~ Shares, the Class B ~~Ordinary~~ Shares ~~shall no longer constitute Voting Shares and~~ shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of ~~Voting~~ Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the ~~Voting~~ Shares, subject to any approval of the ~~Board~~ Manager as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to ~~any Affiliate of~~ the ~~Administrator~~ Manager pursuant to the ~~Management~~ Administrative Services Agreement, as set forth in Section 2.4 or otherwise held by ~~any Affiliate of~~ the ~~Administrator~~ Manager (the “~~Masterworks~~ Manager Shares”), shall not, while such Class A Shares are Beneficially Owned by the Manager or any Affiliate of the ~~Administrator~~Manager, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the ~~existence of a quorum or in the~~ total number of votes available or required hereunder or pursuant to the Delaware Act. Once the ~~Masterworks Shares, if any,~~ Manager Shares are Transferred to any Person who is not an Affiliate of the ~~Administrator~~Manager, the ~~Masterworks~~ Manager Shares shall thereafter have all voting rights that any other ~~Voting~~ Class A Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the ~~Masterworks~~ Manager Shares vote on any matter notwithstanding the provisions herein, the ~~Masterworks~~ Manager Shares shall be required to be, and shall be, voted in the same proportion as the ~~Voting~~ Class A Shares that are not ~~Masterworks~~ Manager Shares are voted by the Class A Members. Any ~~Masterworks~~ Manager Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Class A Members ~~holding Voting Shares~~ have the right to vote as set forth herein, the approval of Class A Members holding a majority of the ~~Voting~~ Class A Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) selling the Painting in a private (i.e. non-auction) sale, provided that a sale pursuant to a pre-action committed bid shall not constitute a private sale; (ii) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~ Painting and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Painting; (iiiii) conducting any business activities, except for activities relating to ~~its direct or indirect investment in the Artwork and~~ the ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; and (~~iii~~iv) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect ~~investment in the Artwork and the~~ ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; (ivv) amending, waiving or failing to comply with any material provision of this Agreement or the Administrative Services Agreement, including amending this Agreement to increase the number of Class A Shares that may be issued hereunder; (vi) amending the Administrative Services Agreement; and (evii) ~~The~~ effecting any Sale of the Painting at a public auction, unless: (A) at the time of such Sale of the Painting, the Company ~~will own~~ is subject to the ~~Artwork~~ reporting requirements of the Exchange Act; (B) the Company settles or receives an adverse judgement in any material litigation, judicial proceeding or arbitration and the Sale of the Painting is required in order to satisfy or reimburse amounts owed or paid in connection therewith; (C) an active trading market for ~~an indefinite period and may sell~~ the ~~Artwork at any time following~~ Class A Shares fails to develop within twelve (12) months of the ~~final~~ closing of the Offering, or thereafter such trading market ceases to exist or, the Manager determines that such market does not have or ceases to have sufficient transaction volume to permit reasonable trading among holders of the Class A Shares; or (D) the Manager notifies the Initial Member of its intent to withdraw as the manager of the Company, as set forth in Section 2.10. (e) In the event that any Person makes a Bona Fide Offer to the Company with respect to the Sale of the Painting, the Manager shall, within a reasonable time thereafter, submit such potential Sale of the Painting to the Class A Members for their consideration. In the event that Class A Members holding a majority of the Class A Shares vote to undertake the Sale of the Painting pursuant to such Bona Fide Offer, the Manager shall utilize its commercially reasonable efforts to effect the Sale of the Painting pursuant to such Bona Fide Offer as soon as reasonably practicable, provided that the Members acknowledge that such transaction shall be subject to the agreement by the Company and prospective purchaser on definitive documentation for the Sale of the Painting and the satisfaction of the conditions to the closing of the transaction as set forth therein. (f) In any vote of the ~~Voting~~ Class A Members pursuant to Section 2.8(d) or Section 2.8(e), any Class A Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Class A Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Class A Shares shall be required to be, and shall be, voted in the same proportion as the ~~Voting~~ Class A Shares that are Beneficially Owned by ~~Members holding Voting Shares~~ a Class A Member other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 001, LLC), Limited Liability Company Operating Agreement (Masterworks 001, LLC)

Voting. (a) ~~Each~~ Unless otherwise provided in this Agreement or any Series Designation, (i) each Voting Share of each Series shall be entitled to ~~and~~ one vote for all matters submitted for the consent or approval of Members of the Company generally, (ii) each Voting Share (regardless of Series) shall ~~constitute~~ vote together as a single class on all matters as to which all holders of Voting Shares are entitled to vote, (iii) Voting Shares of a particular Series shall be entitled to one ~~(1) vote~~vote for all matters submitted for the consent or approval of the Members of such Series. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares ~~in exchange for the Prior Interests~~of any Series, the Class B Ordinary Shares of such Series shall constitute Voting Shares of such Series and have the right to vote on any matter on which the Members overall, or the Members of such Series, are entitled to vote on hereunder or on which the Members overall, or the Members of such Series, are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary ~~Shares~~Shares of a Series, the Class B Ordinary Shares of such Series shall no longer constitute Voting Shares of such Series and shall have no further voting ~~rights~~ rights, either with respect to the applicable Series or the Company overall, except as specifically set forth ~~herein~~herein or in a Series Designation, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the ~~Company~~Company overall, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) In determining any action or other matter to be undertaken by or on behalf of any Series, each Member of such Series shall be entitled to cast a number of votes equal to the number of Voting Shares of such Series that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by any Series which required a vote of the Members of such Series as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares of such Series, subject to any approval of the Board as required herein. (d) Notwithstanding the forgoing, any Class A Shares of any Series issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section ~~2.4~~ 2.04 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any ~~matter~~ matter, as to any Series, on which the Class A Members of such Series are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks ~~Shares~~Shares of a particular Series, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares of such Series shall thereafter have all voting rights with respect to such Series that any other Voting Shares of such Series held by any Class A Member of such Series have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares of a particular Series vote on any matter notwithstanding the provisions herein, the Masterworks Shares of such Series shall be required to be, and shall be, voted in the same proportion as the Voting Shares of such Series that are not Masterworks Shares of such Series are voted by the Class A ~~Members~~Members of such Series. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (de) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares of a Series shall be required for ~~the Company~~ such Series to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Series Artwork or the eventual Sale of the Series Artwork for such Series and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Series Artwork for such Series; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Series Artwork for such Series and the ownership, maintenance and promotion of the Series Artwork for such Series or the eventual Sale of the ~~Artwork~~Series Artwork for such Series; and (iii) incurring any material loans or material borrowing arrangements to be entered into by ~~the Company~~ such Series as a debtor other than those incidental to the direct or indirect investment in the Series Artwork for such Series and the ownership, maintenance and promotion of the Series Artwork for such Series or the eventual Sale of the ~~Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder~~Series Artwork for such Series; and (ef) ~~The Company~~ Each Series will ~~own the~~ own, directly or indirectly, its Series Artwork for an ~~indefinite period and~~ expected three- to ten-year period, although it may sell ~~the~~ its Series Artwork at any time following the final closing of the ~~Offering~~Series Offering for such Series, provided that if there is not an active trading market for the shares of such Series, as determined by our Board, on the ten-year anniversary of the consummation of the offering of shares of such Series, such Series will use commercial efforts to sell the work and if it does do not find a buyer on or before the eleven-year year anniversary of the consummation of such offering, the Series Artwork will be auctioned by one of the major auction houses. (fg) In any vote of the Voting Members pursuant to Section ~~2.8(d~~2.08(e), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section ~~2.8(f~~2.08(h), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (gh) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks Vault 1, LLC), Limited Liability Company Operating Agreement (Masterworks Vault 1, LLC)

Voting. ~~(a) Each Voting Share~~ All actions and votes of the Holders required or permitted under the terms of this Agreement or the Notes shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote conducted pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated either written consent by the ~~Delaware Act~~ Majority Holders or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of per the following ~~actions, except as otherwise set forth herein~~terms and provisions: (i) ~~acquiring any additional material assets, other than those incidental~~ The Holder of each Note shall have the right to cast the ~~direct or indirect ownership, maintenance and promotion~~ number of votes determined by dividing the outstanding principal balance of the ~~Artwork or the eventual Sale~~ Note of ~~the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~such Holder by 1,000. (ii) ~~conducting any business activities~~All votes of the Holders shall be taken with or without a meeting, ~~except~~ as determined by the Servicer. In connection with each vote (where written consent is not sought by Servicer), the Servicer shall provide each Holder the following: (1) a ballot providing for ~~activities relating~~ each Holder to ~~its direct~~ cast the Holders’ number of votes for or ~~indirect investment~~ against each matter being voted upon; (2) a statement that each Holder’s ballot must be received by the Servicer within fifteen (15) days from the date on which such ballots are deposited in the ~~Artwork and~~ United States mail, postage prepaid, or otherwise delivered to the ~~ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork~~Holders; and (3) an envelope self-addressed to the Servicer. (iii) ~~incurring any material loans or material borrowing arrangements to~~ All ballots must be ~~entered into by the Company as a debtor other than those incidental~~ returned to the ~~direct or indirect investment in~~ Servicer not later than the ~~Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork;~~date indicated above. Ballots received after such fifteen (15) day period shall be considered void. (iv) ~~amending~~No later than ten (10) days after the date indicated on the ballot pursuant to Section 6(f)(2)(b) above the Servicer shall count the votes. All votes returned or received after the fifteen (15) day period shall not be counted. The Servicer shall, ~~waiving or failing to comply with any material provision of this Agreement~~within ten (10) days after tallying the votes, ~~including amending this Agreement to increase~~ notify the ~~number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing~~ Holders of the ~~Offering~~outcome of said vote by written notice. Notwithstanding the foregoing, if holders of a Majority-in-Interest of the Holders’ Notes approve a proposed course of action, the Servicer may take such action immediately and need not wait until subsequent votes are tallied. (fv) ~~In any vote~~ Should a deadline fall on a weekend or holiday, the applicable time period shall be extended to the end of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Membernext business day. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Bridge Note Purchase Agreement (Capital Growth Systems Inc /Fl/), Bridge Note Purchase Agreement (Capital Growth Systems Inc /Fl/)

Voting. ~~(a) Each Voting Share~~ 6.1 The holders of the Convertible Preferred Shares Series A shall be entitled to receive notice of and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), attend but shall not, ~~while such Shares are Beneficially Owned by any Affiliate of~~ except as otherwise provided in the ~~Administrator~~Act or Sections 6.2 or 6.3, be entitled to vote at meetings of shareholders of the Corporation. 6.2 If the Corporation shall have failed to pay any dividend when due on ~~any matter~~ the Convertible Preferred Shares Series A on the dates on which the ~~Class A Members are entitled or required to vote hereunder or pursuant to~~ same should be paid, the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate holders of the ~~Administrator~~Convertible Preferred Shares Series A shall so long as any dividends on the Convertible Preferred Shares Series A remain in arrears be entitled, voting separately as a class, to elect one director if one quarterly dividend is in arrears and two directors if two or more quarterly dividends are in arrears. 6.3 If the Corporation shall have failed to redeem the Convertible Preferred Shares Series A or within five business days after the redemption date, the ~~Masterworks~~ holders of the Redeemable Preferred Shares Series A shall, so long as any such shares remain outstanding, be entitled, voting separately as a class, to elect a majority of the board of directors (including any elected under Section 6.2). 6.4 A meeting of the holders of Convertible Preferred Shares for the purpose of electing directors shall ~~thereafter have all voting rights that any other Voting Shares~~ be held ~~by any Class A Member have hereunder or pursuant~~ within 21 days of the accrual of the right to elect directors and if required a meeting of the ~~Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks~~ holders of Common Shares shall be ~~required~~ called immediately thereafter to ~~be, and shall be, voted~~ elect directors. 6.5 Any vacancy occurring among the directors elected to represent the holders of Convertible Preferred Shares Series A in accordance with the ~~same proportion as the Voting Shares that are not Masterworks Shares are voted~~ foregoing provisions of this section may be filled by the ~~Class~~ board of directors of the Corporation with the consent and approval of the remaining director or directors elected to represent the holders of Convertible Preferred Shares Series A. Whether or not such vacancies are so filled by the board of directors of the Corporation, when there is no director in office who has been elected to represent the holders of Convertible Preferred Shares Series A, the holders of record of at least one-tenth of the outstanding Convertible Preferred Shares Series A ~~Members. Any Masterworks Shares~~ shall ~~bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares~~ have the right to ~~vote as set forth herein,~~ require the ~~approval of Members holding a majority~~ Secretary of the ~~Voting~~ Corporation to call a meeting of the holders of Convertible Preferred Shares ~~shall be required~~ Series A for the ~~Company to undertake~~ purpose of filling the vacancies or replacing all or any of the ~~following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to~~ persons filling such vacancies who have been appointed by the ~~direct or indirect ownership, maintenance and promotion~~ board of directors of the ~~Artwork~~ Corporation. 6.6 Notwithstanding anything contained in the articles or ~~the eventual Sale~~ by-laws of the ~~Artwork and other than the ownership of~~ Corporation, upon any ~~equity or membership interests of any subsidiary~~ termination of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion right of the ~~Artwork or the eventual Sale~~ holders of the ~~Artwork; and (iii) incurring any material loans or material borrowing arrangements~~ Convertible Preferred Shares Series A to ~~be entered into by~~ elect directors as provided in this section 6, the ~~Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion~~ term of office of the ~~Artwork~~ directors elected to represent the holders of Convertible Preferred Shares Series A shall terminate upon the election of new directors at the next annual meeting of shareholders or ~~the eventual Sale~~ at a special meeting of ~~the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that~~ shareholders which may be ~~issued hereunder; and (e) The Company will own~~ held for the ~~Artwork for an indefinite period and may sell the Artwork at any time following the final closing~~ purpose of ~~the Offering~~electing directors after such termination. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Purchase Agreement (Saxon Petroleum Inc), Purchase Agreement (Forest Oil Corp)

Voting. (a) ~~Each Voting Share~~ All matters (other than the election of Directors) submitted to Members for approval shall be ~~entitled~~ determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares, voting as a single class, unless a greater percentage is required with respect to ~~and~~ such matter under the Delaware Act, under any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall ~~constitute one~~ be required. Such votes may be cast in person or by proxy as provided in Section 11.6. The Board of Directors, in its discretion, or the Officer of the Company presiding at a meeting of Members, in such Officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot. (1b) ~~vote.~~ Except as otherwise ~~set forth~~ expressly required by Law or provided in this Agreement, and subject to any voting rights provided in any Share Designation, the ~~Voting~~ holders of any outstanding Class A Common Shares and the holders of any outstanding Class B Common Shares shall vote together as a single class on all matters ~~submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right~~ with respect to ~~vote on any matter on~~ which ~~the~~ Members are entitled to vote ~~on hereunder~~ under applicable Law, this Agreement or on upon which ~~the~~ a vote of Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is ~~specifically required and mandated~~ otherwise duly called for by the ~~Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~Company. (bc) ~~In determining any action~~ At each annual or ~~other matter to be undertaken by or~~ special meeting of Members, (i) each Record Holder of Class A Common Shares on ~~behalf of~~ the ~~Company, each Member~~ relevant Record Date shall be entitled to cast a one (1) vote in person or by proxy for each Class A Common Share standing in such holder’s name on the register of the Company, and (ii) each Record Holder of Class B Common Shares on the relevant Record Date shall be entitled to cast one (1) vote in person or by proxy for each Class B Common Share standing in such holder’s name on the register of the Company; provided, however, that the aggregate number of votes ~~equal to the number~~ that any Record Holder of ~~Voting~~ Class B Common Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to ~~vote on any matter on which~~ cast in respect of their Class B Common Shares shall not exceed the aggregate number of OP Units and Hunters Point Units owned by such Record Holder (as indicated in the register of the Operating Company or Hunters Point, as applicable). Neither the holders of Class A ~~Members are entitled or required to vote hereunder or pursuant to~~ Common Shares nor the ~~Delaware Act, and shall not be considered in determining the existence~~ holders of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Class B Common Shares shall ~~thereafter~~ have ~~all~~ cumulative voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofrights. (d) ~~In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding~~ Directors shall be elected by a ~~majority~~ plurality of the ~~Voting Shares shall be required~~ votes cast for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; andparticular position. (e) ~~The Company will own~~ Notwithstanding anything else contained in this Agreement, no Member shall have a right to vote on or approve a conversion, merger or conveyance approved by the ~~Artwork for an indefinite period and may sell the Artwork at any time following the final closing~~ Board of ~~the Offering. (f) In any vote of the Voting Members~~ Directors pursuant to Section ~~2.8(d~~10.3(d), ~~any Shares that are Beneficially Owned by~~ unless the ~~Initial Member or any Affiliate~~ Board of Directors, in its sole discretion, elects to submit the ~~Initial Member, shall not be entitled to vote of any such~~ matter ~~and shall not be considered in determining the total number of votes available or required hereunder or pursuant~~ to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members ~~holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~for their approval. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Five Point Holdings, LLC), Limited Liability Company Agreement (Five Point Holdings, LLC)

Voting. (a) Each ~~Voting Share shall~~ Stockholder shall, at any meeting of the Stockholders of the Seller, however called, or in connection with any written consent of the Stockholders of the Seller, vote (or cause to be ~~entitled~~ voted) all Shares then held of record or beneficially owned by such Stockholder (to the extent the Stockholder has the sole right to vote or direct the voting of such Shares) and ~~shall constitute one~~ use his reasonable best efforts to vote (1or cause to be voted) ~~vote. Except as otherwise~~ all Shares then held of record or beneficially owned by such Stockholder (to the extent the Stockholder has the shared right to vote or direct the voting of such Shares), (i) in favor of the Merger, the execution and delivery by the Seller of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (ii) against any proposal relating to a Acquisition Proposal and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Seller under the Merger Agreement or which would result in any of the conditions set forth in ~~this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance~~ Article VII of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do Merger Agreement not ~~constitute Voting Shares~~being fulfilled. (b) ~~In determining~~ Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) offer to transfer (which term shall include, without limitation, any ~~action~~ sale, tender, gift, pledge, assignment or other ~~matter~~ disposition), transfer or consent to ~~be undertaken~~ any transfer of, any or all of the Shares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or ~~on behalf~~ direct the disposition of such Shares) or any interest therein without the prior written consent of the Company, ~~each Member shall~~ such consent not to be ~~entitled~~ unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to ~~cast a number of votes equal~~ consent to any such transfer if the person acquiring such Shares does not agree to take such Shares subject to the ~~number~~ terms of ~~Voting~~ this Agreement) or any transfer of Shares ~~that~~ in which the Stockholder retains the sole power to vote or direct the voting of such ~~Member holds~~transferred Shares, except any transfer of Shares to another Stockholder, any sale or surrender of Shares to pay the exercise price of any Company stock option or to pay taxes or satisfy the Company’s withholding obligation with respect to any taxes resulting from such exercise or the forfeiture of restricted stock, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares except to vote the Shares in accordance with the ~~power to vote, at the time~~ terms of ~~such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in~~ this Agreement, (iv) deposit such Shares into a voting trust or ~~otherwise required~~ enter into a voting agreement or arrangement with respect to such Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of its obligations hereunder or the transactions contemplated hereby or by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein.Merger Agreement (c) ~~Notwithstanding the forgoing~~Subject to Section 6 hereof, ~~any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator~~ each Stockholder hereby agrees that such Stockholder (~~the “Masterworks Shares”),~~ i) shall not, ~~while such Shares are Beneficially Owned by~~ directly or indirectly, encourage, solicit, initiate or participate in any ~~Affiliate~~ way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the ~~Administrator~~Seller or any Seller Subsidiaries to, ~~be entitled~~ or otherwise take any other action to ~~vote on~~ assist or facilitate, any ~~matter on which~~ person or group (other than the ~~Class A Members are entitled~~ Company or ~~required~~ any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to ~~vote hereunder or pursuant~~ any Acquisition Proposal, and (iii) will immediately communicate to the ~~Delaware Act~~Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and ~~shall not be considered in determining~~ the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate identity of the ~~Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder~~ person making such Acquisition Proposal or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, inquiry which it may ~~be a virtual legend, evidencing the restricted nature thereof~~receive. (d) ~~In addition~~ Subject to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance terms and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision conditions of this Agreement, ~~including amending~~ each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated by this Agreement. Each party shall promptly consult with the other and provide any necessary information and material with respect to all filings made by such party with any Governmental Authority in connection with this Agreement ~~to increase~~ and the ~~number of Shares that may be issued hereunder; and~~transactions contemplated hereby. (e) ~~The Company will own~~ To the ~~Artwork for an indefinite period and may sell the Artwork at~~ extent permitted by applicable law, each Stockholder hereby waives any ~~time following the final closing~~ rights of ~~the Offering. (f) In any vote of the Voting Members pursuant~~ appraisal or rights to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that dissent from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited MemberMerger that it may have.

Appears in 2 contracts

Samples: Stockholder Voting Agreement (Gold Banc Corp Inc), Stockholder Voting Agreement (Marshall & Ilsley Corp/Wi/)

Voting. ~~(a) Each Voting Share~~ Except as otherwise provided by or pursuant to the provisions of the Amended and Restated Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder that has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in any manner provided by applicable law, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and ~~shall constitute one (1) vote~~if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. ~~Except as otherwise set forth~~ A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in ~~this Agreement~~person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Unless required by the Amended and Restated Certificate of Incorporation or applicable law, or determined by the chairman of the meeting to be advisable, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any ~~matter on which the Members are entitled to~~ question need not be by ballot. On a vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act and~~ by ballot, each ballot shall be ~~entitled to and shall constitute one (1) vote~~signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. ~~Upon~~ When a quorum is present or represented at any ~~issuance of any Class A Ordinary Shares~~meeting, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the ~~Voting Shares~~voting power of the outstanding shares of stock present in person or represented by proxy and entitled to vote and voting on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Amended and Restated Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing sentence and subject to the Amended and Restated Certificate of Incorporation (including any ~~approval~~ certificate of designation relating to any series of Preferred Stock (as defined in the Amended and Restated Certificate of Incorporation)), all elections of directors shall be determined by a plurality of the ~~Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate~~ votes cast in respect of the ~~Administrator pursuant to~~ shares present in person or represented by proxy at the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be meeting and entitled to vote on ~~any matter on which~~ the ~~Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence~~ election of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofdirectors. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Legacy Reserves Lp), Merger Agreement (Legacy Reserves Lp)

Voting. (a) ~~Each Voting Share shall be entitled~~ Notwithstanding any provision in this Agreement or the Act to the contrary, and ~~shall constitute one (1) vote. Except~~ except as ~~otherwise~~ set forth in this ~~Agreement~~Section 16.8, the ~~Voting Shares~~ Series A Preferred Units shall ~~vote~~ not have any relative, participating, optional or other voting, consent or approval rights or powers whatsoever, and the vote, consent or approval of the Series A Holders, in their capacity as such, shall not be required for the taking of any Partnership action or inaction. If and whenever six quarterly distributions (whether or not consecutive) payable on the Series A Preferred Units or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Units have not been declared and paid (a “Nonpayment Event”), the number of Directors then constituting the Board of Directors shall automatically be increased by two and the Series A Holders, voting together as a single class ~~on all matters submitted for approval~~ with the holders of ~~Members. Upon the issuance~~ any other class or series of ~~the Class B Ordinary Shares in exchange for the Prior Interests~~Parity Units then Outstanding upon which like voting rights have been conferred and are exercisable (any such other class or series, ~~the Class B Ordinary Shares~~ “Voting Preferred Units”), shall ~~constitute Voting Shares and~~ have the right to ~~vote~~ elect these two additional Directors at a meeting of the Series A Holders and the holders of such Voting Preferred Units called as hereafter provided. When quarterly distributions have been declared and paid on ~~any matter on which~~ the ~~Members are entitled~~ Series A Preferred Units for four consecutive Distribution Periods following a Nonpayment Event, then the right of the Series A Holders and the holders of such Voting Preferred Units to ~~vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and~~ elect these two additional Directors shall ~~be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares~~cease, the ~~Class B Ordinary Shares~~ terms of office of these two additional Directors shall ~~no longer constitute Voting Shares and~~ forthwith terminate immediately, the number of Directors constituting the whole Board of Directors shall ~~have no further voting rights except as specifically set forth herein~~automatically be reduced by two and, ~~unless such right to vote is specifically required and mandated by~~ for purposes of determining whether a subsequent Nonpayment Event has occurred, the ~~Delaware Act or as set forth herein. The Class~~ number of quarterly distributions payable on the Series A Preferred ~~Shares do~~ Units that have not ~~constitute~~ been declared and paid shall reset to zero. However, the right of the Series A Holders and the holders of the Voting ~~Shares~~Preferred Units to elect two additional Directors on the Board of Directors of the General Partner shall again vest if and whenever a Nonpayment Event has occurred, as described above. (b) ~~In determining~~ If a Nonpayment Event or a subsequent Nonpayment Event shall have occurred, the Secretary of the General Partner may, and upon the written request of any ~~action or other matter~~ holder of Series A Preferred Units (addressed to the Secretary at the principal office of the Partnership) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Units for the election of the Directors to be ~~undertaken~~ elected by them (the “Preferred Directors”). The Preferred Directors elected at any such special meeting shall hold office until the next annual meeting or ~~on behalf~~ special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The General Partner shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XIII of this Agreement in connection with the expiration of the ~~Company~~term of the Preferred Directors. The Series A Holders and holders of the Voting Preferred Units, ~~each Member~~ voting together as a class, may remove any Preferred Director. If any vacancy shall occur among the Preferred Directors, a successor shall be ~~entitled to cast a number~~ elected by the Board of ~~votes equal to~~ Directors, upon the ~~number~~ nomination of ~~Voting Shares that such Member holds, with~~ the ~~power to vote, at~~ then-remaining Preferred Director or the ~~time~~ successor of such ~~vote unless otherwise~~ remaining Preferred Director, to serve until the next special meeting (convened as set forth in this ~~Agreement~~Section 16.8(b) in connection with the expiration of the term of a Preferred Director) held in place thereof if such office shall not have previously terminated as above provided. ~~Unless~~ Except to the extent expressly provided otherwise ~~set forth~~ in this ~~Agreement~~Section 16.8, any such annual or ~~otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above~~ special meeting shall be ~~authorized by the affirmative vote~~ called and held applying procedures consistent with Article XIII of ~~a majority~~ this Agreement as if references to Limited Partners were references to Series A Holders and holders of ~~the~~ Voting ~~Shares, subject to any approval of the Board as required herein~~Preferred Units. (c) Notwithstanding anything to the ~~forgoing~~contrary in Article XIII or Article XIV, but subject to Section 16.8(d), so long as any ~~Class~~ Series A ~~Shares issued to any Affiliate~~ Preferred Units are Outstanding, the affirmative vote of at least 66-2/3% of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be votes entitled to ~~vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not~~ be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted cast by the ~~Class~~ Series A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority Holders and holders of the Voting ~~Shares~~ Preferred Units, at the time Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be ~~required for the Company to undertake any of the following actions, except as otherwise set forth herein~~necessary: (i) ~~acquiring~~ to amend, alter or repeal any ~~additional material assets, other than those incidental~~ of the provisions of this Article XVI relating to the ~~direct~~ Series A Preferred Units or ~~indirect ownership~~any series of Voting Preferred Units, ~~maintenance~~ whether by merger, consolidation or otherwise, to affect materially and ~~promotion~~ adversely the voting powers, rights or preferences of the ~~Artwork~~ Series A Holders or ~~the eventual Sale~~ holders of the ~~Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~Voting Preferred Units; and (ii) ~~conducting~~ to authorize, create or increase the authorized amount of, any ~~business activities, except for activities relating~~ class or series of Preferred Units having rights senior to ~~its direct~~ the Series A Preferred Units with respect to the payment of distributions or ~~indirect investment in the Artwork and the ownership, maintenance and promotion~~ distributions of the ~~Artwork or the eventual Sale of the Artwork~~Partnership’s assets upon any Dissolution Event; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.,

Appears in 2 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Carlyle Group L.P.)

Appears in 2 contracts

Samples: Rights Agreement (Atmi Inc), Rights Agreement (Atmi Inc)

Voting. (ai) ~~Each Voting Share~~ So long as no Event of Default shall have occurred and be continuing: (1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Securities Purchase Agreement, Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement; provided, Grantor shall ~~constitute one~~ not exercise or refrain from exercising any such right if the Collateral Agent shall have notified such Grantor that, in the Collateral Agent’s reasonable judgment, such action would have a Material Adverse Effect on the value of the Investment Related Property or any part thereof; and provided further, such Grantor shall give the Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Securities Purchase Agreement, shall be deemed inconsistent with the terms of this Agreement or the Securities Purchase Agreement, and no notice of any such voting or consent need be given to the Collateral Agent; and (2) the Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artworkabove; (ii) ~~conducting any business activities, except for activities relating~~ Upon the occurrence and during the continuation of an Event of Default: (1) all rights of Grantor to ~~its direct~~ exercise or ~~indirect investment~~ refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the ~~Artwork~~ Collateral Agent who shall thereupon have the sole right to exercise such voting and ~~the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork~~other consensual rights; and (~~iii~~2) ~~incurring any material loans or material borrowing arrangements~~ in order to ~~be entered into by~~ permit the ~~Company as a debtor~~ Collateral Agent to exercise the voting and other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that consensual rights which it may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to ~~vote of any such matter~~ exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) Grantor shall ~~not~~ promptly execute and deliver (or cause to be ~~considered in determining the total number of votes available or required hereunder or pursuant~~ executed and delivered) to the ~~Delaware Act~~Collateral Agent all proxies, ~~provided, however, that, in~~ dividend payment orders and other instruments as the ~~event~~ Collateral Agent may from time to time reasonably request and (2) Grantor acknowledges that the ~~Delaware Act or any other law requires that such Shares that are Beneficially Owned by~~ Collateral Agent may utilize the ~~Initial Member or any Affiliate~~ power of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date attorney set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited MemberSection 7.

Appears in 2 contracts

Samples: Security Agreement (St Cloud Capital Partners Lp), Security Agreement (Viking Systems Inc)

Voting. (a) ~~Each Voting Share~~ The Trustee shall hold the Trust Units and, following the Effective Time, the Trust Shares received in connection with the Trust Units under the terms and conditions of this Agreement. The Trustee shall, and is hereby fully and exclusively empowered, authorized and obligated to, execute and deliver an irrevocable proxy in the form attached hereto as Exhibit A, granting the proxy or proxies named therein to cause the Trust Units or Trust Shares, as the case may be, to be ~~entitled to~~ present at each meeting of holders of Trust Units or shareholders of ITC, as the case may be, and ~~shall constitute one (1) vote. Except as otherwise set forth in~~ voted or consented, for the term of this Agreement, in the ~~Voting Shares shall vote together~~ same proportion as ~~a single class on~~ all voting securities of TransCo or ITC, as applicable, other than the Trust Units or the Trust Shares, as the case may be, are voted or consented in respect of any and all matters ~~submitted for approval~~ on which such Trust Units or Trust Shares, as the case may be, are entitled to vote under the limited liability company agreement of ~~Members. Upon~~ TransCo or the ~~issuance~~ articles of incorporation of ITC, as the ~~Class B Ordinary Shares in exchange for~~ case may be, or applicable Law, including the ~~Prior Interests~~election of directors, any merger or consolidation, the ~~Class B Ordinary~~ sale of all or substantially all of TransCo or ITC’s assets, as the case may be, a dissolution of TransCo or ITC, as the case may be, and any amendments to TransCo’s certificate of formation or limited liability company agreement or ITC’s articles of incorporation, as the case may be. TransCo or ITC, as the case may be, shall deliver written notice to the Trustee of any such matters on which the Trust Units or Trust Shares are entitled to vote. The Trustee shall ~~constitute Voting~~ not vote the Trust Units or Trust Shares or enter into any agreement in respect of voting the Trust Units or Trust Shares with any person other than through this Agreement and the proxy attached hereto as Exhibit A. The Trustee (i) shall have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance waive notice of any ~~Class A Ordinary~~ meeting of TransCo Common Unit holders of TransCo or stockholders of ITC in respect of such Trust Units or Trust Shares, as the ~~Class B Ordinary Shares shall no longer constitute Voting Shares~~ case may be, and ~~shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required~~ (ii) may exercise any power or perform any act hereunder by an agent or attorney duly authorized and ~~mandated~~ appointed by ~~the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~it. (b) ~~In determining any action or other matter to be undertaken by or on behalf~~ Except as expressly provided in Section 1.08 of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Merger Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as the Trust holds any Trust Units or Trust Shares, Grantor shall not, and shall cause its Affiliates to not, take any actions with the intent of directly or indirectly influencing the vote of the holders of TransCo Common Units or shares of ITC common stock on any matters on which such ~~shares~~ unit holders or stockholders, as applicable, are ~~beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~entitled to vote.

Appears in 2 contracts

Samples: Separation Agreement, Trust Agreement (ITC Holdings Corp.)

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 031, LLC), Limited Liability Company Operating Agreement (Masterworks 026, LLC)

Voting. ~~(a) Each Voting Share~~ The shares of Preferred Stock shall ~~be entitled to and shall constitute one (1) vote. Except~~ have no voting rights except as ~~otherwise~~ set forth in this ~~Agreement~~Section 6 or otherwise required by Delaware law. So long as any shares of Preferred Stock remain Outstanding, unless a greater percentage shall then be required by law, the ~~Voting Shares~~ Corporation shall not, without the affirmative vote or consent of (a) the Holders of at least 50.1% of the shares of Preferred Stock Outstanding at the time, voting together as a single class on with all ~~matters submitted for approval~~ series of ~~Members. Upon~~ Parity Stock upon which similar voting rights have been conferred and are exercisable, given in person or by proxy, either in writing or at a meeting, amend, alter or repeal the ~~issuance~~ provisions of the ~~Class B Ordinary Shares~~ Certificate of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting powers of the shares of Preferred Stock; provided, however, that so long as any shares of Preferred Stock remain Outstanding with the terms thereof materially unchanged, such amendment, alteration or repeal shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of Holders of the shares of Preferred Stock and, provided further, that any increase in ~~exchange for~~ the ~~Prior Interests~~amount of authorized preferred stock (including, without limitation, additional Preferred Stock) or the ~~Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder~~ creation or ~~on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any~~ issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A additional shares of Preferred ~~Shares do not constitute Voting Shares. (b) In determining any action~~ Stock or other ~~matter to be undertaken by~~ series of preferred stock, or ~~on behalf~~ any increase in the amount of ~~the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time~~ authorized shares of such ~~vote unless otherwise set forth~~ series, in ~~this Agreement. Unless otherwise set forth in this Agreement,~~ each case of Parity Stock or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial MemberJunior Stock, shall not be ~~entitled~~ deemed to ~~vote~~ materially and adversely affect the rights, preferences, privileges or voting powers of ~~any such matter~~ Holders of shares of Preferred Stock specified herein and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (gb) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as ~~such shares are beneficially owned~~ there is any Required Holder, the Required Holder(s), given in person or by ~~such Vote Limited Member~~ proxy, either in writing or ~~any affiliate~~ at a meeting, amend, alter or repeal the provisions of ~~such Vote Limited Member~~the Certificate of Incorporation, whether by merger, consolidation or otherwise, so as to effect a Material Change.

Appears in 2 contracts

Samples: Backstop and Subscription Agreement, Backstop and Subscription Agreement (Hennessy Capital Acquisition Corp. III)

Voting. The Trustee shall hold any and all shares of Common Stock and any other voting securities of the Depositor (athe “voting securities”) ~~Each Voting Share shall be~~ included in the Trust Estate under the terms and conditions of this Agreement. The Trustee shall, on behalf of the Trust, have full power and authority, and is hereby fully and exclusively empowered, authorized, and obligated: (i) to vote in person or by proxy all such voting securities at all meetings of the stockholders of the Depositor, or (ii) to give written consents in lieu of voting such shares at a meeting of the stockholders of the Depositor, in either case in respect of any and all matters on which such shares are entitled to ~~and shall constitute one (1) vote. Except as otherwise set forth in this Agreement~~vote under the certificate of incorporation of the Company or applicable law, including, but not limited to, the ~~Voting Shares~~ election of directors, any merger or consolidation, the sale of all or substantially all of the Depositor’s assets, a dissolution of the Depositor and any amendments to the Depositor’s certificate of incorporation. The Trustee shall have no authority or obligation to exercise discretion in respect of the vote to be cast, but instead shall vote ~~together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares~~ (in ~~exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote~~ person or by proxy or by written consent) such voting securities on any matter on which ~~the Members~~ such shares are so entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as all voting securities of the ~~Voting Shares that are not Masterworks Shares~~ Depositor (other than the voting securities included in the Trust Estate) are voted by on such matter. The Trustee’s power and obligation to vote such voting securities held under this Agreement and to give written consents in respect thereof pursuant to this Agreement shall be irrevocable for the ~~Class A Members~~term of this Agreement. ~~Any Masterworks Shares~~ The Trustee (i) shall ~~bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares~~ have the right to ~~vote as set forth herein, the approval~~ waive notice of ~~Members holding a majority~~ any meeting of stockholders of the ~~Voting Shares shall be required for the Company to undertake any~~ Depositor in respect of ~~the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance~~ such shares and ~~promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ (ii) ~~conducting~~ may exercise any ~~business activities, except for activities relating to its direct~~ power or ~~indirect investment in the Artwork~~ perform any act hereunder by an agent or attorney duly authorized and ~~the ownership, maintenance and promotion~~ appointed by him. In furtherance of the ~~Artwork or~~ foregoing, the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork Trustee shall execute and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for deliver an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate irrevocable proxy in the form of attached hereto as Exhibit ~~B that from~~ E, granting the ~~effective date set forth in such notice (~~proxy or ~~if no such effective date is indicated,~~ proxies named therein to cause the ~~date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ voting securities of the ~~Vote Limit shall not constitute Voting Shares for any purposes of~~ Trust to be voted in accordance with this ~~Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~Section 6.1.2.

Appears in 2 contracts

Samples: Stockholders Rights Agreement (Furniture Brands International Inc), Stockholders Rights Agreement (Furniture Brands International Inc)

Voting. (a) ~~Each Voting Share~~ Shareholders shall ~~be entitled~~ have no power to ~~and~~ vote on any matter except matters on which a vote of Shareholders is required by applicable law, this Declaration or resolution of the Trustees. This Declaration expressly provides that no matter for which voting is required by the Delaware Statutory Trust Act in the absence of the contrary provision in the Declaration shall ~~constitute one (1)~~ require any vote. Except as otherwise ~~set forth in this Agreement~~provided herein, ~~the Voting~~ any matter required to be submitted to Shareholders and affecting one or more classes or series of Shares shall require approval by the required vote of all the affected classes and series of Shares voting together as a single ~~class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests~~class; provided, ~~the Class B Ordinary Shares shall constitute Voting Shares and have the right~~ however, that as to ~~vote on~~ any matter on with respect to which ~~the Members are entitled to~~ a separate vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance~~ of any ~~Class A Ordinary Shares, the Class B Ordinary~~ class or series of Shares ~~shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote~~ is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the ~~Delaware~~ 1940 Act, ~~the taking~~ such requirement as to a separate vote by that class or series of ~~any action by the Company which required~~ Shares shall apply in addition to a vote of all the ~~Members~~ affected classes and series voting together as ~~set forth above shall be authorized by the affirmative vote~~ a single class. Shareholders of a ~~majority~~ particular class or series of ~~the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A~~ Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall ~~not, while such Shares are Beneficially Owned by any Affiliate of the Administrator,~~ not be entitled to vote on any matter ~~on which the Class A Members are entitled~~ that affects only one or ~~required to vote hereunder~~ more other classes or ~~pursuant to the Delaware Act, and~~ series of Shares. There shall ~~not~~ be ~~considered in determining the existence of a quorum or~~ no cumulative voting in the ~~total number~~ election or removal of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofTrustees. (db) ~~In addition~~ Subject to the ~~other matters on which the Members holding Voting Shares have the right to vote as set forth herein~~mandatory provisions of any applicable laws or regulations, the ~~approval~~ following actions may be taken by the Shareholders, without concurrence by the Board of ~~Members holding~~ Trustees, upon a vote by the holders of a majority of the ~~Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein~~then outstanding Shares: (i) ~~acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion~~ modify this Declaration of ~~the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork~~Trust in accordance with Section 12.3(a) hereof; (ii) ~~conducting any business activities, except for activities relating to its direct or indirect investment~~ dissolve the Trust in ~~the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and~~accordance with Section 12.2(a)(2) hereof; (iii) ~~incurring any material loans~~ cause the Trust to sell all or ~~material borrowing arrangements to be entered into by~~ substantially all of the ~~Company as a debtor~~ Trust’s assets other than ~~those incidental~~ in the ordinary course of the Trust’s business in accordance with Section 12.4 hereof. (c) Without the approval of the holders of a majority of the then outstanding Shares entitled to vote on the matter, or such other approval as may be required under the mandatory provisions of any applicable laws or regulations, or other provisions of this Declaration of Trust, the Trust shall not permit the Sponsor to: (i) modify this Declaration of Trust except for amendments which do not adversely affect the rights of Shareholders; (ii) appoint a new Adviser (other than a sub-adviser pursuant to the ~~direct~~ terms of an Advisory Agreement and applicable law); (iii) sell all or ~~indirect investment~~ substantially all of the Trust’s assets other than in the ~~Artwork and the ownership, maintenance and promotion~~ ordinary course of the ~~Artwork~~ Trust’s business or ~~the eventual Sale of the Artwork~~as otherwise permitted by law; (iv) ~~amending, waiving or failing to comply with any material provision of this~~ except as permitted under the Advisory Agreement, ~~including amending this Agreement~~ cause the Adviser to ~~increase~~ voluntarily withdraw as the ~~number~~ Adviser unless such withdrawal would not affect the tax status of ~~Shares that may be issued hereunder~~the Trust and would not materially adversely affect the Shareholders; ~~and~~or (ev) ~~The Company will own~~ cause the ~~Artwork for an indefinite period and may sell the Artwork at any time following the final closing~~ merger or other reorganization of the ~~Offering~~Trust. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (BlackRock Private Credit Fund), Agreement and Declaration of Trust (BlackRock Private Credit Fund)

Voting. (a) ~~Each Voting Share shall be entitled~~ Except with respect to matters where the separate vote of a particular class of Membership Interests is expressly required hereunder (including in connection with any vote by the Members constituting the Joint Majority Holders, the Majority GM Preferred Holders, the Class E Preferred Holder and ~~shall constitute one (1~~as provided in Section 8.3) ~~vote. Except~~ and as otherwise ~~set forth in this Agreement~~required by Law, ~~the Voting Shares~~ (i) Common Holders holding Class A Membership Interests and Common Holders holding Class B Membership Interests shall vote together as a single class and (ii) Members holding Class C Membership Interests, GM Preferred Membership Interests and Class E Preferred Membership Interests in their capacity as such holders shall have no voting power in connection with the election of Managers and no right or authority to vote on or approve any other matter to be voted on or approved by the Members, whether hereunder, under the Act, at law, in equity or otherwise. Each Class A Holder shall be entitled to one vote for each Class A Membership Interest held by such Common Holder and each Class B Holder shall be entitled to one vote for each Class B Membership Interest held by such Common Holder, in each case, in connection with the election of Managers and on all matters ~~submitted~~ to be voted upon by the Members (without prejudice to any consent rights that the holders of any class or portion of any particular class of Membership Interests have expressly been granted under this Agreement). Each GM Preferred Holder shall be entitled to one vote for ~~approval~~ each GM Preferred Membership Interest held by such GM Preferred Holder in connection with any matter where the separate vote of ~~Members~~the GM Preferred Holders is expressly required hereunder (including in connection with any vote by the Members constituting the Majority GM Preferred Holders) and as otherwise required by Law. ~~Upon~~ Only the ~~issuance~~ Class E Preferred Holder shall be entitled to vote in connection with any matter where only the separate vote of the Class ~~B Ordinary Shares in exchange for~~ E Preferred Membership Interests is expressly required hereunder. The percentage of the ~~Prior~~ total votes entitled to be cast by any Common Holder or group of Common Holders with respect to such Common Holder’s or group of Common Holders’ Common Membership Interests, calculated pursuant to this Section 7.7, is herein referred to as the “Voting Power” of such Common Holder or Common Holders. Immediately following the consummation of the transactions contemplated by the Purchase Agreement, the Class A Holders holding the Class A Membership Interests shall have fifty-one percent (51%) of the Voting Power and the Class B ~~Ordinary Shares~~ Holders holding the Class B Membership Interests shall ~~constitute~~ have forty-nine percent (49%) of the Voting ~~Shares and have~~ Power. (b) At any meeting of the ~~right~~ Common Holders, each Common Holder entitled to vote on any matter coming before the meeting shall, as to such matter, have a vote, in person, by telephone or by proxy, equal to the Voting Power of the number of Membership Interests held in its name on ~~which~~ the ~~Members are entitled to vote on hereunder or on which the Members are required to vote~~ relevant record date established pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesSection 7.9. (bc) ~~In determining any action or other matter to be undertaken by or on behalf of the Company~~Except as otherwise specified herein, ~~each Member shall be entitled to cast~~ when a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Actquorum is present, the ~~taking of any action by the Company which required a~~ affirmative vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the Voting ~~Shares, subject to any approval~~ Power of the ~~Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth~~ Membership Interests present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy at a duly called meeting and entitled to vote on ~~any~~ the subject matter ~~on which~~ shall be the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate act of the ~~Administrator~~Common Holders, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by any class of Membership Interests is required, the ~~Masterworks Shares shall thereafter have all voting rights that any other~~ affirmative vote of the Common Holders holding at least a majority of the Voting ~~Shares held~~ Power of the Membership Interests of such class present in person or represented by ~~any Class A Member have hereunder or pursuant to~~ proxy at the ~~Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ meeting of such class shall be ~~required to be~~the act of such class, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and ~~shall be, voted in~~ control the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofdecision of such question. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Each Member ~~or any Affiliate of the Initial Member, shall not be~~ entitled to vote at a meeting of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act Common Holders or any ~~other law requires that~~ class of Members or to express consent or dissent to any action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such ~~Shares that are Beneficially Owned~~ proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of Common Holders or any class of Members, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the ~~Initial Member~~ Secretary or ~~any Affiliate of~~ a person designated by the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be~~Secretary, and ~~shall be,~~ no Membership Interests may be represented or voted ~~in the same proportion as the Voting Shares~~ under a proxy that ~~are Beneficially Owned by Members holding Voting Shares other than the Initial Member~~ have been found to be invalid or ~~any Affiliate of the Initial Member~~irregular. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Gmac LLC)

Voting. ~~(a) Each Voting Share~~ 32.1 All voting shall be take place orally. The chairman is, however, entitled to ~~and shall constitute one (1) vote~~decide that votes be cast by a secret ballot. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to Any vote on ~~any matter~~ a person at a General Meeting of Shareholders can only be made if the name of that person has been placed on ~~which~~ the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares agenda for that ~~such Member holds, with the power to vote,~~ meeting at the time the notice for that meeting is given. If it concerns the holding of ~~such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required~~ a vote of on persons, anyone present at the ~~Members as set forth above~~ meeting with voting rights may demand a vote by a secret ballot. Votes by secret ballot shall be ~~authorized~~ cast by ~~the affirmative vote~~ means of secret, unsigned ballot papers. 32.2 Blank and invalid votes shall not be counted as votes. 32.3 If a majority of the ~~Voting Shares~~votes cast is not obtained in an election of persons, ~~subject to any approval~~ a second free vote shall be taken. If a majority is not obtained again, further votes shall be taken until either one person obtains a majority of the ~~Board as required herein. (c) Notwithstanding~~ votes cast or the ~~forgoing~~election is between two persons only, ~~any Class A Shares issued to any Affiliate~~ both of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total whom receive an equal number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Actvotes. In the event of such further elections (not including the second free vote), each election shall be between the candidates in the preceding election, with the exclusion of the person who received the smallest number of votes in such preceding election. If in the preceding election more than one person has received the smallest number of votes, it shall be decided which candidate should not participate in the new election by randomly choosing a name. If votes are equal in an election between two persons, it shall be decided who is elected by randomly choosing a name. 32.4 Resolutions may be adopted by acclamation if none of the persons with voting rights present or represented at the meeting objects. 32.5 The Board may decide that ~~the Delaware Act~~ each person entitled to vote is authorised to vote by electronic means of communication, either in person or ~~any other law requires~~by proxy. In such case, ~~at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ it shall be required that the person entitled to ~~be,~~ vote can be identified through the electronic means of communication and ~~shall be, voted in~~ can take knowledge of the ~~same proportion as~~ discussions at the ~~Voting Shares that are not Masterworks Shares are voted by~~ meeting directly. The Board may attach conditions to the ~~Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend~~use of the electronic means of communication, which ~~may~~ conditions will be ~~a virtual legend, evidencing~~ announced when convening the ~~restricted nature thereof~~meeting and will be published on the Company’s website. ~~(d) In addition to~~ 32.6 The chairman’s decision at the ~~other matters~~ meeting on ~~which~~ the ~~Members holding Voting Shares have~~ result of a vote shall be final and conclusive. However, if the ~~right to~~ correctness of such decision is challenged immediately after it is pronounced, a new vote ~~as set forth herein,~~ shall be taken if either the ~~approval of Members holding a~~ majority of the ~~Voting Shares~~ persons with voting rights present or represented at the meeting or, where the original vote was not taken by roll call or in writing, any person with voting rights present or represented at the meeting, so demands. The legal consequences of the original vote shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance made null and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into void by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offeringnew vote. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Business Combination Agreement (NYSE Euronext), Business Combination Agreement (NYSE Euronext)

Voting. The shares of this Series shall not have any voting powers either general or special, except that if at the time of any annual meeting of stockholders for the election of directors a default in preference dividends on this Series for six quarters shall exist, the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Preferred Stock of all series with respect to which dividends are in arrears and upon which comparable voting rights have been conferred (~~a) Each Voting Share shall~~ whether or not the holders of such series of Preferred Stock would be entitled to ~~and~~ vote for the election for directors if such default in preference dividends did not exist), shall ~~constitute one (1) vote. Except as otherwise set forth in this Agreement~~have the right at such meeting, ~~the Voting Shares shall vote~~ voting together as a single class ~~on all matters submitted for approval of Members. Upon~~ without regard to series, to the ~~issuance~~ exclusion of the ~~Class B Ordinary Shares~~ holders of Common Stock, to elect two directors of the Corporation to fill such newly created directorships. Such right shall continue until there are no dividends in ~~exchange~~ arrears upon the Preferred Stock. Each director elected by the holders of shares of Preferred Stock (hereinafter called a "Preferred Director") shall continue to serve as such director for the ~~Prior Interests~~full term for which he shall have been elected, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant notwithstanding that prior to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time end of such ~~vote unless otherwise set forth~~ term a default in ~~this Agreement~~preference dividends shall cease to exist. ~~Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall~~ Any Preferred Director may be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Actremoved by, and shall not be ~~considered~~ removed except by, the vote of the holders of record of the outstanding shares of Preferred Stock voting together as a single class without regard to series, at a meeting of the stockholders, or of the holders of shares of Preferred Stock called for the purpose. So long as a default in ~~determining~~ any preference dividends on the ~~existence~~ Preferred Stock shall exist, (A) any vacancy in the office of a ~~quorum or~~ Preferred Director may be filled (except as provided in the ~~total number~~ following clause (B)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (B) in the case of ~~votes available or required hereunder or pursuant to~~ removal of any Preferred Director, the ~~Delaware Act. Once~~ vacancy may be filled by the ~~Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate~~ vote of the ~~Administrator,~~ holders of the ~~Masterworks Shares shall thereafter have all~~ outstanding shares of Preferred Stock voting ~~rights that any other Voting Shares held by any Class A Member have hereunder or pursuant~~ together as a single class without regard to ~~the Delaware Act. In the event that the Delaware Act or any other law requires~~series, at ~~any time, that~~ the ~~Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ same meeting at which such removal shall be ~~required to be, and shall be, voted in the same proportion~~ voted. Each director appointed as ~~the Voting Shares that are not Masterworks Shares are voted~~ aforesaid by the ~~Class A Members. Any Masterworks Shares~~ remaining Preferred Director shall ~~bear a customary “restricted” legend~~be deemed, ~~which may~~ for all purposes hereof, to be a ~~virtual legend, evidencing~~ Preferred Director. Whenever the ~~restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval~~ term of ~~Members holding a majority~~ office of the ~~Voting Shares~~ Preferred Directors shall ~~be required for the Company to undertake any of the following actions~~end and a default in preference dividends shall no longer exist, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of ~~Shares that may be issued hereunder; and (e) The Company will own~~ Directors constituting the ~~Artwork for an indefinite period and may sell the Artwork at any time following the final closing~~ Board of Directors of the ~~Offering. (f) In~~ Corporation shall be reduced by two. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued dividends upon any ~~vote~~ series of the ~~Voting Members pursuant~~ Preferred Stock shall be equivalent to ~~Section 2.8(d)~~six full quarter-yearly dividends or more, ~~any Shares that are Beneficially Owned by~~ and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all shares of Preferred Stock of each and every series then outstanding shall have been paid to the ~~Initial Member or any Affiliate~~ end of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Memberlast preceding quarterly dividend period. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Rights Agreement (Family Steak Houses of Florida Inc), Rights Agreement (Family Steak Houses of Florida Inc)

Voting. (a) Each ~~Voting Share shall~~ Stockholder shall, at any meeting of the stockholders of the Seller, however called, or in connection with any written consent of the stockholders of the Seller, vote (or cause to be ~~entitled~~ voted) all Shares then held of record or beneficially owned by such Stockholder (to the extent the Stockholder has the sole right to vote or direct the voting of such Shares) and ~~shall constitute one~~ use his reasonable best efforts to vote (1or cause to be voted) ~~vote. Except as otherwise~~ all Shares then held of record or beneficially owned by such Stockholder (to the extent such Stockholder has the shared right to vote or direct the voting of such Shares) (i) in favor of the Merger, the execution and delivery by the Seller of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof and (ii) against any proposal relating to an Acquisition Proposal and against any action or agreement that would impede, frustrate, prevent or nullify this Agreement, or result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Seller under the Merger Agreement or which would result in any of the conditions set forth in ~~this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance~~ Article VII of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do Merger Agreement not ~~constitute Voting Shares~~being fulfilled. (b) ~~In determining~~ Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) offer to transfer (which term shall include, without limitation, any ~~action~~ sale, tender, gift, pledge, assignment or other ~~matter~~ disposition), transfer or consent to ~~be undertaken~~ any transfer of, any or all of the Shares beneficially owned by such Stockholder (to the extent the Stockholder has the right to dispose of or ~~on behalf~~ direct the disposition of such Shares) or any interest therein without the prior written consent of the Company, ~~each Member shall~~ such consent not to be ~~entitled~~ unreasonably withheld in the case of a gift or similar estate planning transaction (it being understood that the Company may decline to ~~cast a number of votes equal~~ consent to any such transfer if the Person acquiring such Shares does not agree to take such Shares subject to the ~~number~~ terms of ~~Voting~~ this Agreement but will consent to any such transfer if the Person acquiring such Shares ~~that~~ agrees to take such ~~Member holds~~Shares subject to the terms of this Agreement), (ii) enter into any option or other Contract with respect to any transfer of any or all of such Shares or any interest therein except as permitted in clause (i), (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares except to vote the Shares in accordance with the ~~power to vote, at the time~~ terms of ~~such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in~~ this Agreement, (iv) deposit such Shares into a voting trust or ~~otherwise required~~ enter into a voting agreement or arrangement with respect to such Shares, or (v) subject to Section 6 hereof, take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein.Merger Agreement (c) ~~Notwithstanding the forgoing~~Subject to Section 6 hereof, ~~any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator~~ each Stockholder hereby agrees that such Stockholder (~~the “Masterworks Shares”),~~ i) shall not, ~~while such Shares are Beneficially Owned by~~ directly or indirectly, encourage, solicit, initiate or participate in any ~~Affiliate~~ way in any discussions or negotiations with, or provide any information to, or afford any access to the properties, books or records of the ~~Administrator~~Seller or any Seller Subsidiaries to, ~~be entitled~~ or otherwise take any other action to ~~vote on~~ assist or facilitate, any ~~matter on which~~ Person or group (other than the ~~Class A Members are entitled~~ Company or ~~required~~ any affiliate or associate of the Company) concerning any Acquisition Proposal, (ii) upon execution of this Agreement, will immediately cease any existing activities, discussions or negotiations conducted heretofore with respect to ~~vote hereunder or pursuant~~ any Acquisition Proposal, and (iii) will immediately communicate to the ~~Delaware Act~~Company the terms of any Acquisition Proposal (or any discussion, negotiation or inquiry with respect thereto) and ~~shall not be considered in determining~~ the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate identity of the ~~Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder~~ Person making such Acquisition Proposal or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, inquiry which such Stockholder may ~~be a virtual legend, evidencing the restricted nature thereof~~receive. (d) ~~In addition~~ Subject to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance terms and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision conditions of this Agreement, ~~including amending~~ each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement. Each party shall promptly consult with the other and provide any necessary information and material with respect to ~~increase~~ all filings made by such party with any Governmental Authority in connection with this Agreement and the ~~number of Shares that may be issued hereunder; and~~transactions contemplated hereby and the Merger Agreement. (e) ~~The Company will own~~ To the ~~Artwork for an indefinite period and may sell~~ fullest extent permitted by applicable Law, each Stockholder hereby waives any rights of appraisal or rights to dissent from the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires Merger that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial MemberStockholder may have. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Stockholder Voting Agreement (Marshall & Ilsley Corp/Wi/), Stockholder Voting Agreement (Marshall & Ilsley Corp/Wi/)

Voting. (a) Each ~~Voting Share~~ holder of shares of Series A Preferred Stock shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to one vote ~~on any matter on~~ for each share of Common Stock into which ~~the Members are entitled~~ such holder's shares of Series A Preferred Stock could then be converted, and with respect to ~~vote on hereunder or on which the Members are required to vote pursuant~~ such vote, such holder shall have full voting rights and powers equal to the ~~Delaware Act~~ voting rights and powers of the holders of Common Stock, except as otherwise provided in Sections 4(b) and 4(c) hereof, or as required by law, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote; provided, however, that the shares of Series A Preferred Stock shall not have any voting power with respect to the election of directors unless and ~~shall constitute one (1) vote. Upon any issuance~~ until the making of any ~~Class A Ordinary Shares~~necessary filings required by, and the expiration or termination of any applicable waiting periods under, the ~~Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except~~ Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as ~~specifically set forth herein, unless such right to vote is specifically required and mandated by~~ amended (the ~~Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~"HSR Act"). (b) ~~In determining any action or other matter to be undertaken by or on behalf~~ The consent of ~~the Company, each Member shall be entitled to cast a number~~ holders of ~~votes equal to the number of Voting Shares that such Member holds, with the power to vote,~~ at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of least a majority of the ~~Voting Shares~~outstanding shares of Series A Preferred Stock, ~~subject~~ voting separately as a single class, in person or by proxy, either in writing without a meeting or at a special or annual meeting of stockholders called for such purpose, shall be necessary to amend, modify or repeal any ~~approval~~ provision of the ~~Board as required herein~~Certificate of Incorporation (including any provision of the Certificate of Designation of Series A Convertible Preferred Stock) or Bylaws of the Corporation in any manner which would adversely affect the powers, preferences or special rights of the Series A Preferred Stock. The authorization or creation of any shares of any class or series of Senior Stock or Parity Stock of the Corporation or the reclassification of any authorized stock of the Corporation or security convertible into or evidencing the right to purchase shares of any such Senior Stock or Parity Stock shall be deemed to adversely affect the Series A Preferred Stock. The authorization or creation of any shares of any class or series of Junior Stock of the Corporation or the reclassification of any authorized stock of the Corporation into any such Junior Stock, or the creation or authorization of any obligation or security convertible into or evidencing the right to purchase shares of any such Junior Stock shall be deemed not to adversely affect the powers, preferences or special rights of the Series A Preferred Stock. (c) ~~Notwithstanding~~ Unless the ~~forgoing, any Class A Shares issued to any Affiliate~~ vote or consent of the ~~Administrator~~ holders of a greater number of shares shall then be required by law and so long as there is outstanding at least 50% of the Series A Preferred Stock, the consent of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting together as a separate class, in person or proxy, either in writing without a meeting or at a special or annual meeting of stockholders called for such purpose, shall be necessary to authorize or effect (i) any sale, lease, transfer or other disposition of assets (including without limitation by merger) having a fair market value of at least 30% of the fair market value of the assets of the Corporation and its subsidiaries on a consolidated basis; (ii) any merger or consolidation or other reorganization of the Corporation with or into another corporation in one transaction or a series of related transactions pursuant to which the ~~Management Services Agreement~~stockholders of the Corporation immediately prior to consummation of such transaction would hold less than 66-2/3% of the voting securities of the entity surviving the transaction; (iii) the acquisition by the Corporation or any subsidiary thereof of another entity or business whether by means of a purchase of equity interests or the purchase of all or substantially all of the assets of such entity or merger, ~~as set forth in Section 2.4~~ consolidation, reorganization, issuance or exchange of securities or otherwise ~~held by any Affiliate~~ where the consideration involved (including non-cash consideration) has a value of at least $100,000,000; (iv) a liquidation, winding up or dissolution of the ~~Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by~~ corporation or adoption of any ~~Affiliate~~ plan of the ~~Administrator, be entitled to vote on any matter on which~~ same; (v) the ~~Class A Members are entitled or required to vote hereunder or pursuant to~~ commencement by the ~~Delaware Act, and shall not be considered in determining the existence~~ Corporation of a ~~quorum~~ voluntary case or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act proceeding under applicable bankruptcy laws or any other ~~law requires~~insolvency, at receivership, reorganization, moratorium or similar laws providing relief to debtors; and (vi) any ~~time~~redemption or repurchase by the Corporation of any Junior Stock or Parity Stock or any securities convertible into Junior Stock or Parity Stock, ~~that~~ other than the ~~Masterworks Shares vote on any matter notwithstanding~~ repurchase of shares in connection with the ~~provisions herein~~termination of employees of the Corporation pursuant to rights under written agreements; provided, however, except to the extent provided by law, the ~~Masterworks Shares~~ holders of the Series A Preferred Stock shall ~~be required to be~~not have any consent rights under this Section 4(c) until the Second Closing (as defined in that certain Stock Purchase Agreement dated March 15, 1999, between this Corporation and Vulcan Ventures Incorporated) shall behave occurred, ~~voted~~ but this proviso shall not in any way impair or restrict the ~~same proportion as~~ voting rights of the ~~Voting Shares that are not Masterworks Shares are voted by~~ holders of the ~~Class~~ Series A ~~Members. Any Masterworks Shares shall bear a customary “restricted” legend~~Preferred Stock in any other respect, ~~which may be a virtual legend~~including without limitation, ~~evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have~~ the right to vote ~~as set forth herein,~~ together with the ~~approval of Members holding a majority~~ holders of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members Common Stock pursuant to Section ~~2.8(d~~4(a) or the voting right under Section 4(b), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Go2net Inc), Stock Purchase Agreement (Go2net Inc)

Voting. (aA) ~~Each Voting Share~~ Holders of shares of Series A Junior Participating Preferred Stock shall be entitled to ~~and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted~~ 100 votes for ~~approval~~ each share of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Actstock held. In the event ~~that~~ the ~~Delaware Act or any other law requires,~~ Corporation shall at any ~~time, that~~ time after the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: Rights Declaration Date (i) ~~acquiring~~ pay any ~~additional material assets~~dividend on Common Stock payable in shares of Common Stock, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) ~~conducting any business activities~~subdivide the outstanding Common Stock, ~~except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and~~ (iii) ~~incurring any material loans~~ combine the outstanding Common Stock into a smaller number of shares or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) ~~amending~~issue any shares by reclassification of its shares of Common Stock, ~~waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase~~ then in each such case the number of ~~Shares~~ votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number of votes by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. Except as provided in this Section 4 and except as may be ~~issued hereunder; and (e) The Company will own~~ required by applicable law, holders of shares of Series A Junior Participating Preferred Stock shall vote with the ~~Artwork for an indefinite period~~ Common Stock on all matters required to be submitted to holders of Common Stock and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote as a separate class with respect to any matter. (B) So long as any shares of Series A Junior Participating Preferred Stock shall be outstanding, the Corporation shall not, without the affirmative vote or written consent of the holders of a majority of the aggregate number of shares of Series A Junior Participating Preferred Stock at the time outstanding (or such greater percentage as may be required under applicable law), acting as a single class, alter or change the powers, preferences or rights given to the Series A Junior Participating Preferred Stock by the Certificate of Incorporation so as to affect such powers, preferences or rights adversely. (C) If at the time of any ~~such matter~~ annual meeting of stockholders of the Corporation for the election of directors a default in preference dividends, as the term "default in preference dividends" is hereinafter defined with respect to the Series A Junior Participating Preferred Stock, shall exist, the holders of the Series A Junior Participating Preferred Stock, voting separately as a class with the holders of any other series of Preferred Stock so entitled to vote, shall have the right to elect two members of the Board of Directors; and the holders of the Common Stock shall not be ~~considered in determining the total number of votes available or required hereunder or pursuant~~ entitled to ~~the Delaware Act, provided, however, that,~~ vote in the ~~event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate~~ election of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall~~ directors of the Corporation to be ~~required to be, and shall be, voted~~ elected as provided in the ~~same proportion as~~ foregoing clause. Whenever a default in preference dividends shall commence to exist, the ~~Voting Shares that are Beneficially Owned by Members holding Voting Shares other than~~ Corporation, upon the ~~Initial Member or any Affiliate~~ written request of the ~~Initial Member. (g) Any member that beneficially owns~~ holders of 5% or more of the ~~Class A~~ outstanding shares ~~(excluding shares beneficially owned by Masterworks) may provide~~ of Preferred Stock so entitled to vote, shall call a special meeting of the ~~Company with a Vote Limit Certificate in~~ holders of the ~~form of Exhibit B that from the effective date set forth in~~ Preferred Stock so entitled to vote, such ~~notice (or if no such effective date is indicated,~~ special meeting to be held within 120 days after the date on which such ~~notice is~~ request shall be received by the ~~Company)~~ Corporation, for the purpose of enabling such ~~Member~~ holders to elect members of the Board of Directors as provided in the immediately preceding sentence; provided, however, that such special meeting need not be called if an annual meeting of stockholders of the Corporation for the election of directors shall be ~~subject~~ scheduled to ~~a Vote Limit. Any shares beneficially owned by~~ be held within such ~~Vote Limited Member~~ 120 days; and provided further that in ~~excess~~ lieu of ~~the Vote Limit shall not constitute Voting Shares for~~ any ~~purposes of this Agreement for so long as~~ such ~~shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.~~special

Appears in 2 contracts

Samples: Rights Agreement (Claiborne Liz Inc), Rights Agreement (Claiborne Liz Inc)

Voting. (a) ~~Each Voting Share~~ In connection with any matter under this Agreement requiring a vote of holders of First Lien Debt, each Series of First Lien Debt will cast its votes in accordance with the First Lien Debt Documents governing such Series of First Lien Debt. The amount of First Lien Debt to be voted by a Series of First Lien Debt will equal (1) the aggregate principal amount of First Lien held by such Series of First Lien Debt (including outstanding letters of credit (unless fully cash collateralized in accordance with the terms of the relevant First Lien Debt Documents, fully supported by a letter of credit satisfactory to the issuer of the letter of credit supported thereby or otherwise supported in a manner satisfactory to the respective issuers thereof) whether or not then available or drawn, but excluding obligations under Hedge Agreement Documents), plus (2) the aggregate Hedge Agreement Outstanding Amount, plus (3) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such Series of First Lien Debt. Following and in accordance with the outcome of the applicable vote under its First Lien Debt Documents, the First Lien Representative of each Series of First Lien Debt will cast all of its votes as a block in respect of any vote under this Agreement. In making all determinations of votes hereunder, the Collateral Trustee shall be entitled to rely upon the votes, and ~~shall constitute one (1) vote. Except~~ relative outstanding amounts, as ~~otherwise set forth in this Agreement~~determined and reported to it by the various First Lien Representatives, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no ~~further voting rights except as specifically set forth herein, unless~~ duty to independently ascertain such ~~right to vote is specifically required and mandated by the Delaware Act~~ a votes or ~~as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~amounts. (b) ~~In determining~~ If the J. Xxxx Xxxxx Agreement is in existence or any ~~action or other matter~~ Hedge Agreement Debt is owed to ~~be undertaken by or on behalf of the Company~~X. Xxxx, ~~each Member~~ X. Xxxx shall be entitled to ~~cast a number~~ vote in accordance with Section 8.2(a) on (i) any remedies proposed to be taken by the holders of ~~votes equal~~ any Series of First Lien Debt, (ii) any matters related to breach of or modification of any covenants in any First Lien Debt Documents concerning the granting of Liens, the incurrence of Indebtedness and the maintenance of insurance, (iii) any similar provisions of any other Credit Facility, and (iv) any matters relating to the ~~number~~ Collateral (including the Collateral that may be provided to the counterparties to any Other Hedge Agreements or any Specified Secured Hedge Agreements). The Lenders agree that they shall not modify or take any action pursuant to any provision of ~~Voting Shares that such Member holds, with~~ their First Lien Debt Documents relating to the ~~power to vote, at the time of such vote unless otherwise~~ matters set forth in this ~~Agreement. Unless otherwise set forth~~ Section 8.2(b) if the Required First Lien Debtholders do not vote in ~~this Agreement,~~ favor of such modification or ~~otherwise required by the Delaware Act, the taking of any~~ action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required hereinin accordance with Section 8.2(a). (c) ~~Notwithstanding~~ Each of the ~~forgoing, any Class A Shares issued~~ First Lien Representatives shall be entitled after the occurrence and during the continuance of an Event of Default to request a re-vote with respect to any ~~Affiliate~~ Act of Required First Lien Debtholders concerning the taking or refraining from taking any remedies if it believes that (i) the voting percentages of the ~~Administrator~~ various Series of First Lien Debt have changed in any material respect or (ii) facts or circumstances with respect to the Company, the Guarantors or the Collateral have changed sufficiently that such First Lien Representative could reasonably believe such re-vote would have a different outcome than the original vote; provided that if the First Lien Creditors have, following any vote or other determination by such First Lien Creditors pursuant to an Act of Required First Lien Debtholders, entered into any amendment, consent, waiver, standstill, forbearance, modification or similar agreement with the ~~Management Services Agreement~~Company, ~~as set forth in Section 2.4~~ or otherwise ~~held by any Affiliate~~ agreed with the Company (other than through a pattern or course of ~~the Administrator~~ conduct) to take or not to take a specified action (~~the~~ collectively, an “~~Masterworks Shares~~Action”), ~~shall not, while such Shares are Beneficially Owned by any Affiliate of~~ the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, First Lien Representatives shall not be entitled to ~~vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant~~ request a revote with respect to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned matters covered by such ~~Vote Limited Member~~ Action during the period in ~~excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as~~ which such ~~shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~Action remains in effect.

Appears in 2 contracts

Samples: Collateral Trust and Intercreditor Agreement, Collateral Trust and Intercreditor Agreement (CVR Energy Inc)

Voting. (a) Each ~~Voting Share~~ holder of shares of Series A Preferred Stock shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to one vote ~~on any matter on~~ for each share of Common Stock into which ~~the Members are entitled~~ such holder's shares of Series A Preferred Stock could then be converted, and with respect to ~~vote on hereunder or on which the Members are required to vote pursuant~~ such vote, such holder shall have full voting rights and powers equal to the ~~Delaware Act~~ voting rights and powers of the holders of Common Stock, except as otherwise provided in Sections 4(b) and 4(c) hereof, or as required by law, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote; provided, however, that the shares of Series A Preferred Stock shall not have -------- ------- any voting power with respect to the election of directors unless and ~~shall constitute one (1) vote. Upon any issuance~~ until the making of any ~~Class A Ordinary Shares~~necessary filings required by, and the expiration or termination of any applicable waiting periods under, the ~~Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except~~ Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as ~~specifically set forth herein, unless such right to vote is specifically required and mandated by~~ amended (the ~~Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~"HSR Act"). (b) ~~In determining any action or other matter to be undertaken by or on behalf~~ The consent of ~~the Company, each Member shall be entitled to cast a number~~ holders of ~~votes equal to the number of Voting Shares that such Member holds, with the power to vote,~~ at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of least a majority of the ~~Voting Shares~~outstanding shares of Series A Preferred Stock, ~~subject~~ voting separately as a single class, in person or by proxy, either in writing without a meeting or at a special or annual meeting of stockholders called for such purpose, shall be necessary to amend, modify or repeal any ~~approval~~ provision of the ~~Board as required herein~~Certificate of Incorporation (including any provision of the Certificate of Designation of Series A Convertible Preferred Stock) or Bylaws of the Corporation in any manner which would adversely affect the powers, preferences or special rights of the Series A Preferred Stock. The authorization or creation of any shares of any class or series of Senior Stock or Parity Stock of the Corporation or the reclassification of any authorized stock of the Corporation or security convertible into or evidencing the right to purchase shares of any such Senior Stock or Parity Stock shall be deemed to adversely affect the Series A Preferred Stock. The authorization or creation of any shares of any class or series of Junior Stock of the Corporation or the reclassification of any authorized stock of the Corporation into any such Junior Stock, or the creation or authorization of any obligation or security convertible into or evidencing the right to purchase shares of any such Junior Stock shall be deemed not to adversely affect the powers, preferences or special rights of the Series A Preferred Stock. (c) ~~Notwithstanding~~ Unless the ~~forgoing, any Class A Shares issued to any Affiliate~~ vote or consent of the ~~Administrator~~ holders of a greater number of shares shall then be required by law and so long as there is outstanding at least 50% of the Series A Preferred Stock, the consent of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting together as a separate class, in person or proxy, either in writing without a meeting or at a special or annual meeting of stockholders called for such purpose, shall be necessary to authorize or effect (i) any sale, lease, transfer or other disposition of assets (including without limitation by merger) having a fair market value of at least 30% of the fair market value of the assets of the Corporation and its subsidiaries on a consolidated basis; (ii) any merger or consolidation or other reorganization of the Corporation with or into another corporation in one transaction or a series of related transactions pursuant to which the ~~Management Services Agreement~~stockholders of the Corporation immediately prior to consummation of such transaction would hold less than 66-2/3% of the voting securities of the entity surviving the transaction; (iii) the acquisition by the Corporation or any subsidiary thereof of another entity or business whether by means of a purchase of equity interests or the purchase of all or substantially all of the assets of such entity or merger, ~~as set forth in Section 2.4~~ consolidation, reorganization, issuance or exchange of securities or otherwise ~~held by any Affiliate~~ where the consideration involved (including non-cash consideration) has a value of at least $100,000,000; (iv) a liquidation, winding up or dissolution of the ~~Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by~~ corporation or adoption of any ~~Affiliate~~ plan of the ~~Administrator, be entitled to vote on any matter on which~~ same; (v) the ~~Class A Members are entitled or required to vote hereunder or pursuant to~~ commencement by the ~~Delaware Act, and shall not be considered in determining the existence~~ Corporation of a ~~quorum~~ voluntary case or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act proceeding under applicable bankruptcy laws or any other ~~law requires~~insolvency, at receivership, reorganization, moratorium or similar laws providing relief to debtors; and (vi) any ~~time~~redemption or repurchase by the Corporation of any Junior Stock or Parity Stock or any securities convertible into Junior Stock or Parity Stock, ~~that~~ other than the ~~Masterworks Shares vote on any matter notwithstanding~~ repurchase of shares in connection with the ~~provisions herein~~termination of employees of the Corporation pursuant to rights under written agreements: provided, however, except to the extent provided by law, the ~~Masterworks Shares~~ holders of the ----------------- Series A Preferred Stock shall ~~be required to be~~not have any consent rights under this Section 4(c) until the Second Closing (as defined in that certain Stock Purchase Agreement dated March 15, 1999, between this Corporation and Vulcan Ventures Incorporated) shall behave occurred, ~~voted~~ but this proviso shall not in any way impair or restrict the ~~same proportion as~~ voting rights of the ~~Voting Shares that are not Masterworks Shares are voted by~~ holders of the ~~Class~~ Series A ~~Members. Any Masterworks Shares shall bear a customary “restricted” legend~~Preferred Stock in any other respect, ~~which may be a virtual legend~~including without limitation, ~~evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have~~ the right to vote ~~as set forth herein,~~ together with the ~~approval of Members holding a majority~~ holders of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members Common Stock pursuant to Section ~~2.8(d~~4(a) or the voting right under Section 4(b), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vulcan Ventures Inc), Stock Purchase Agreement (Go2net Inc)

Voting. 5.1 Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (aif any) ~~Each Voting Share~~ which he may have as a Noteholder or as a proxy or as a representative. 5.2 At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Issuer or by one or more persons holding Notes or being proxies or representatives (whatever the principal amount of the Notes so held or represented by him), a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 5.3 If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll has been demanded. 5.4 Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment. 5.5 The Issuer and the Fiscal Agent (through their respective representatives) and their respective financial and legal advisers, each voter and the chairman shall be entitled to attend and ~~shall constitute one (1~~speak at any meeting of the Noteholders. For the purposes of Condition 14(c) ~~vote. Except as otherwise set forth in this Agreement~~and/or Condition 14(d), if applicable, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares relevant Calculation Agent and ~~have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and~~ Aggregation Agent shall be entitled to attend and ~~shall constitute~~ speak at any meeting of the Noteholders. No one ~~(1) vote. Upon~~ else may attend any ~~issuance~~ meeting of ~~any Class A Ordinary Shares,~~ Noteholders or join with others in requesting the ~~Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein,~~ convening of such a meeting unless ~~such right to vote~~ he is ~~specifically required and mandated by the Delaware Act~~ a Noteholder or ~~as set forth herein~~is a proxy or a representative. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, Issuer shall not be entitled to vote in respect of ~~any such matter and~~ Notes beneficially owned by or on behalf of it but this shall not ~~be considered~~ prevent any proxy or any representative from being a director, officer or representative of, or otherwise connected with, the Issuer. 5.6 Subject as provided in ~~determining the total number~~ sub-paragraph 5.5 above, at any meeting (a) on a show of ~~votes available~~ hands every person who is present in person and is a Noteholder or ~~required hereunder~~ is a proxy or ~~pursuant~~ a representative shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each €1,000 in principal amount of each Note so held or owned or in respect of which he is a proxy or a representative. Without prejudice to the ~~Delaware Act~~obligations of proxies, ~~provided, however, that, in~~ any persons entitled to more than one vote need not use all his votes or cast all the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required votes to ~~be, and shall be, voted~~ which he is entitled in the same ~~proportion~~ way. 5.7 The proxies and representatives need not be Noteholders. 5.8 Each form of proxy shall be deposited by the Fiscal Agent or the Registrar at such place as the ~~Voting Shares that are Beneficially Owned by Members~~ Fiscal Agent shall designate or approve not less than 24 hours before the time appointed for holding ~~Voting Shares other than~~ the ~~Initial Member~~ meeting or ~~any Affiliate of~~ adjourned meeting at which the ~~Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate~~ proxies named in the form of ~~Exhibit B that from~~ proxy propose to vote and in default the ~~effective date set forth~~ form of proxy shall not be treated as valid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy of each form of proxy shall be deposited with the Fiscal Agent before the commencement of the meeting or adjourned meeting but the Fiscal Agent shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxies named in such ~~notice (~~form of proxy. 5.9 Any vote given in accordance with the terms of a form of proxy shall be valid notwithstanding the previous revocation or if amendment of the form of proxy or of any of the Noteholders' instructions pursuant to which it was executed, provided that no intimation in writing of such ~~effective date is indicated, the date such notice is~~ revocation or amendment shall have been received by the ~~Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned~~ Fiscal Agent or Registrar at its registered office or by ~~such Vote Limited Member in excess~~ the chairman of the ~~Vote Limit shall not constitute Voting Shares~~ meeting, in each case by the time being 24 hours before the time fixed for ~~any purposes~~ the meeting or adjourned meeting at which the form of ~~this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~proxy is intended to be used.

Appears in 2 contracts

Samples: Fiscal Agency Agreement, Fiscal Agency Agreement

Voting. (a) ~~Each Voting Share~~ Whenever the Administrative Agent, pursuant to any provision of this Credit Agreement or any other Financing Document, is requested or required to or may act at the direction or with the approval or consent of the Requisite Financing Parties, an affirmative vote of the Requisite Financing Parties shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to give such direction, approval or consent, which vote ~~pursuant~~ shall be taken in accordance herewith. The Administrative Agent may at any time solicit direction from the Requisite Financing Parties as to any action that it may be requested or required to take, or which it may propose to take, in the ~~Delaware Act~~ performance of its obligations under this Credit Agreement and the other Financing Documents, and shall be ~~entitled~~ fully justified in failing or refusing to ~~and shall constitute one (1) vote. Upon~~ act whether under this Credit Agreement or any ~~issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and~~ other Financing Document until it shall have ~~no further voting rights except as specifically set forth herein, unless~~ received such ~~right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~direction. (b) ~~In determining~~ Notwithstanding the foregoing, no waiver, amendment, supplement or modification to this Credit Agreement or any ~~action~~ other Financing Document shall (i) increase the Commitment of any Financing Party (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in any Commitment, shall not constitute an increase of any Commitment of any Financing Party), without the prior written consent of such Financing Party, (ii) postpone or delay the scheduled Maturity Date of any Loan, without the prior written consent of each affected Financing Party, or postpone or delay any date fixed by this Credit Agreement or any other Financing Document for any payment of principal, interest or Fees due to any Financing Party hereunder or under any other Financing Document, without the prior written consent of such Financing Party, (iii) reduce the principal of, or the rate of interest specified in any Financing Document on, any Loan of any Financing Party, without the prior written consent of such Financing Party, (iv) direct the Administrative Agent to direct or permit any other Agent to release all or substantially all of the Collateral except as shall be otherwise provided in any Security Document or other ~~matter to be undertaken by~~ Financing Document or ~~on behalf of the Company, each Member shall be entitled to cast a number of votes equal~~ consent to the ~~number~~ assignment or transfer by the Borrower of ~~Voting Shares that such Member holds~~any of its respective obligations under this Credit Agreement or any other Financing Document, without the prior written consent of each Financing Party, (v) amend, modify or waive any provision of this Section 10.11 or Sections 11.1 or 11.2, without the prior written consent of each Financing Party, (vi) reduce the percentage specified in or otherwise amend the definition of Requisite Financing Parties, without the prior written consent of each Financing Party (it being understood that, with the ~~power~~ consent of the Requisite Financing Parties (determined before giving effect to ~~vote~~the additional extensions of credit), ~~at the time~~ extensions of ~~such vote unless otherwise~~ credit pursuant to this Credit Agreement in addition to those set forth in or contemplated by this ~~Agreement. Unless otherwise~~ Credit Agreement on the Closing Date may be included for the purposes of the definition of the term “Requisite Financing Parties” on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date) or (vii) amend, modify or waive any provision of Section 3.22 or direct the Administrative Agent to vote in favor of the amendment, modification or waiver of Sections 7.1, 7.7 or 7.8 of the Collateral Agreement or the definitions of Secured Debt or Secured Obligations set forth ~~in this Agreement~~therein, ~~or otherwise required by~~ without the ~~Delaware Act, the taking~~ prior written consent of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required hereineach Financing Party. (c) ~~Notwithstanding the forgoing, any Class A Shares issued to~~ If any Affiliate of the ~~Administrator pursuant to~~ Borrower Parties is a Financing Party, then the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise~~ amount of Loans and Commitments held by ~~any~~ such Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares Borrower Parties shall be ~~required to be~~disregarded for purposes of calculating the aggregate Loans and Commitments underlying the definitions of Majority Lenders, Requisite Financing Parties, Requisite Revolver Lenders, Requisite TALC Participating Banks, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Requisite Term Lenders and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereoffor all other voting provisions hereunder. (d) ~~In addition~~ The Administrative Agent shall act under the Collateral Agreement (including, without limitation, in connection with any actions pursuant to ~~the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority~~ Sections 5.4 and 6.1 of the ~~Voting Shares shall be required for~~ Collateral Agreement) in accordance with the ~~Company to undertake any~~ provisions of ~~the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance~~ this Credit Agreement and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into such actions by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member Administrative Agent shall be subject to ~~a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ the rights of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited MemberFinancing Parties set forth in Section 10.11(b) hereof.

Appears in 2 contracts

Samples: Credit Agreement (NRG Yield, Inc.), Credit Agreement (NRG Yieldco, Inc.)

Voting. (a) ~~Each Voting Share~~ Members shall ~~be entitled~~ have no power to ~~and shall constitute one (1) vote. Except as otherwise set forth in~~ vote on any matter except matters on which a vote of Shares is required by or pursuant to the Investment Company Act, a Statement of Preferences, this Agreement, the ~~Voting~~ By-Laws or any resolution of the Directors. Any matter required to be submitted for approval of any of the Shares and affecting one or more classes or series shall require approval by the required vote of Shares of the affected class or classes and series voting together as a single class ~~on all matters submitted for approval of Members. Upon the issuance~~ and, if such matter affects one or more classes or series thereof differently from one or more other classes or series thereof or from one or more series of the ~~Class B Ordinary~~ same class, approval by the required vote of Shares of such other class or classes or series or series voting as a separate class shall be required in ~~exchange~~ order to be approved with respect to such other class or classes or series or series; provided, however, that except to the extent required by the Investment Company Act and any Statement of Preferences, there shall be no separate class votes on the election or removal of Directors or the selection of auditors for the ~~Prior Interests, the Class B Ordinary Shares~~ Company. Members of a particular class or series thereof shall ~~constitute Voting Shares and have the right~~ not be entitled to vote on any matter ~~on which~~ that affects the ~~Members are entitled to vote on hereunder~~ rights or ~~on which~~ interests of only one or more other classes or series of such other class or classes or only one or more other series of the ~~Members are required to vote pursuant to the Delaware Act and~~ same class. There shall be ~~entitled to and shall constitute one (1) vote. Upon any issuance~~ no cumulative voting in the election or removal of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesDirectors. (b) ~~In determining~~ The holders of one-third of the outstanding Shares of the Company on the record date present in person or by proxy shall constitute a quorum at any ~~action~~ meeting of the holders for purposes of conducting business on which a vote of all Members of the Company is being taken. The holders of one-third of the outstanding Shares of a class or classes on the record date present in person or by proxy shall constitute a quorum at any meeting of the holders of such class or classes for purposes of conducting business on which a vote of holders of such class or classes is being taken. The holders of one-third of the outstanding Shares of a series or series on the record date present in person or by proxy shall constitute a quorum at any meeting of the holders of such series or series for purposes of conducting business on which a vote of holders of such series or series is being taken. Shares underlying a proxy as to which a broker or other intermediary states its absence of authority to vote with respect to one or more matters shall be treated as present for purposes of establishing a quorum for taking action on any such matter only to the extent so determined by the Directors at or prior to the meeting of holders of Shares at which such matter is to be ~~undertaken~~ considered and shall not be treated as present for purposes of voting or any other purpose except as determined by ~~or on behalf~~ the Directors. (c) Subject to any provision of the ~~Company~~Investment Company Act, ~~each Member shall be entitled to cast~~ any Statement of Preferences or this Agreement specifying or requiring a ~~number~~ greater or lesser vote requirement for the transaction of ~~votes equal to~~ any matter of business at any meeting of Members or, in the ~~number~~ absence of ~~Voting Shares that~~ any such ~~Member holds~~provision of the Investment Company Act, ~~with the power to vote, at the time~~ any Statement of ~~such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in~~ Preferences or this Agreement, subject to any provision of the By-Laws or ~~otherwise required~~ resolution of the Directors specifying or requiring a greater or lesser vote requirement, (i) the affirmative vote of a plurality (or, if provided by the ~~Delaware Act~~By-Laws, a majority) of the ~~taking~~ Shares present in person or represented by proxy and entitled to vote for the election of any ~~action by the Company which required a vote of the Members as set forth above~~ Director or Directors shall be ~~authorized by~~ the act of such Members with respect to the election of such Director or Directors, (ii) the affirmative vote of a majority of the ~~Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A~~ Shares ~~issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth~~ present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy and entitled to vote on any other matter who vote on ~~which~~ such matter shall be the ~~Class A~~ act of the Members ~~are~~ with respect to such matter, and (iii) where a separate vote of one or more classes or series is required on any matter, the affirmative vote of a majority of the Shares of such class or classes or series or series present in person or represented by proxy and entitled ~~or required~~ to vote ~~hereunder or pursuant to~~ on such matter who vote on such matter shall be the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate act of the ~~Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder~~ Members of such class or ~~pursuant~~ classes or series or series with respect to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofsuch matter. (d) ~~In addition~~ At any meeting of Members, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Company as the Secretary may direct, for verification prior to the ~~other matters on~~ time at which ~~the Members holding Voting Shares have the right~~ such vote shall be taken. Pursuant to ~~vote as set forth herein, the approval~~ a resolution of ~~Members holding~~ a majority of the ~~Voting Shares shall~~ Directors, proxies may be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment solicited in the ~~Artwork and the ownership, maintenance and promotion~~ name of ~~the Artwork~~ one or ~~the eventual Sale of the Artwork; and (iii) incurring any material loans~~ more Directors or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% one or more of the ~~Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form~~ officers or employees of ~~Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by~~ the Company~~) such Member~~ . Only Members of record shall be entitled to vote. Each full Share shall be entitled to one vote and each fractional Share shall be entitled to a vote equal to its fraction of a full Share. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be given by or on behalf of a Shareholder of record on the record date for a meeting shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. The Directors shall have the authority to make and modify from time to time regulations regarding the validity of proxies. In addition to signed proxies, such regulations may authorize facsimile, telephonic, Internet and other methods of appointing a ~~Vote Limit. Any shares beneficially owned~~ proxy that are subject to such supervision by ~~such Vote Limited Member in excess~~ or under the direction of the ~~Vote Limit~~ Directors as the Directors shall ~~not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~determine.

Appears in 2 contracts

Samples: Operating Agreement (Special Value Opportunities Fund LLC), Operating Agreement (Special Value Expansion Fund, LLC)

Voting. ~~(a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth~~ From the date hereof until any termination of this Agreement in ~~this Agreement~~accordance with its terms, ~~the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance~~ at any meeting of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder shareholders of ILG however called (or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by ~~the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote~~ written consent in lieu of a ~~majority of the Voting Shares, subject to any approval of the Board as required herein. (c~~meeting) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any ~~other law requires~~adjournment or postponement thereof, ~~at any time~~Shareholder shall vote (or cause to be voted) all Shareholder Shares or (as appropriate) execute written consents in respect thereof, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) ~~acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion~~ in favor of the ~~Artwork or the eventual Sale~~ adoption of the ~~Artwork~~ Merger Agreement, and ~~other than~~ the ~~ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ transactions contemplated thereby and (ii) ~~conducting~~ against any ~~business activities~~Competing Proposal and any agreement (including, ~~except for activities relating~~ without limitation, any amendment of any agreement), amendment of ILG’s organizational documents or other action that is intended or would reasonably be expected to ~~its direct~~ prevent or ~~indirect investment in~~ delay the ~~Artwork and the ownership, maintenance and promotion~~ consummation of the ~~Artwork or the eventual Sale of the Artwork~~Combination Transactions; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event ~~that~~ ILG makes an ILG Adverse Recommendation Change prior to receiving the ~~Delaware Act~~ ILG Stockholder Approval, then at any meeting of the ILG shareholders however called (or any ~~other law requires that such Shares that are Beneficially Owned~~ action by ~~the Initial Member~~ written consent in lieu of a meeting) or any ~~Affiliate~~ adjournment or postponement thereof, in each case prior to the termination of this Agreement, Shareholder will have the ~~Initial Member~~ right, in its sole discretion, to vote ~~on any matter notwithstanding this Section 2.8(f)~~(or cause to be voted) all Shareholder Shares or (as appropriate) execute written consents in respect thereof, ~~such Shares shall be required to be, and shall be, voted~~ (x) as provided in clause (i) above or (y) in the same proportion as votes cast (or written consents executed) by the ~~Voting Shares that are Beneficially Owned by Members holding Voting Shares~~ shareholders of ILG other than Shareholder with respect to the ~~Initial Member or any Affiliate~~ applicable matter (such proportion determined without inclusion of the ~~Initial Member.~~ votes cast by Shareholder) on any matter presented for approval by ILG’s shareholders regarding (gA) ~~Any member~~ the Combination Transactions, the Merger Agreement, and the transactions contemplated thereby and (B) any agreement (including, without limitation, any amendment of any agreement), amendment of ILG’s organizational documents or other action that ~~beneficially owns 5%~~ is intended or ~~more~~ would reasonably be expected to prevent or delay the consummation of the ~~Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in~~ Combination Transactions. Any such ~~notice~~ vote shall be cast (or ~~if no such effective date is indicated, the date such notice is received by the Company) such Member~~ consent shall be ~~subject~~ given) by Shareholder in accordance with such procedures relating thereto so as to ~~a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares~~ ensure that it is duly counted, including for ~~any~~ purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Notwithstanding the foregoing, nothing in this Agreement ~~for so long as such shares are beneficially owned~~ shall require Shareholder to vote in favor of, or otherwise act by ~~such Vote Limited Member~~ written consent with respect to, or otherwise take any ~~affiliate of such Vote Limited Member~~action that would result in, any Material Amendment to the Merger Agreement.

Appears in 2 contracts

Samples: Voting and Support Agreement (Qurate Retail, Inc.), Voting and Support Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)

Voting. ~~(a) Each Voting Share~~ Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting of the stockholders shall be entitled to ~~and shall constitute~~ one (1vote for each share of stock held by such stockholder that has voting power upon the matters in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in any manner provided under Section 212(c) ~~vote. Except~~ of the DGCL or as otherwise ~~set forth~~ provided under applicable law, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in ~~this Agreement~~law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Unless required by the Certificate of Incorporation or applicable law, or determined by the chairman of the meeting to be advisable, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any ~~matter on which the Members are entitled to~~ question need not be by ballot. On a vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act and~~ by ballot, each ballot shall be ~~entitled to and shall constitute one (1) vote~~signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. ~~Upon~~ When a quorum is present or represented at any ~~issuance of any Class A Ordinary Shares~~meeting, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the ~~Voting Shares, subject to any approval~~ voting power of the ~~Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate~~ shares of ~~the Administrator pursuant to the Management Services Agreement, as set forth~~ stock present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy and entitled to vote on the subject matter shall decide any ~~matter on which~~ question brought before such meeting, unless the ~~Class A Members are entitled~~ question is one upon which, by express provision of applicable law, of the rules or ~~required to vote hereunder or pursuant~~ regulations of any stock exchange applicable to the ~~Delaware Act~~Corporation, ~~and shall not be considered in determining the existence~~ of ~~a quorum or in the total number of votes available or required hereunder or pursuant~~ any regulation applicable to the ~~Delaware Act. Once the Masterworks Shares~~Corporation or its securities, ~~if any, are Transferred to any Person who is not an Affiliate~~ of the ~~Administrator~~Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the ~~Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant~~ decision of such question. Notwithstanding the foregoing sentence and subject to the ~~Delaware Act. In the event that the Delaware Act or any other law requires~~Certificate of Incorporation, ~~at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ all elections of directors shall be ~~required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted~~ determined by ~~the Class A Members. Any Masterworks Shares shall bear~~ a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority plurality of the ~~Voting Shares shall be required for the Company to undertake any~~ votes cast in respect of the ~~following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to~~ shares present in person or represented by proxy at the ~~direct or indirect ownership, maintenance~~ meeting and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote on the election of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Memberdirectors. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Merger Agreement (APX Group Holdings, Inc.), Merger Agreement (Mosaic Acquisition Corp.)

Voting. (a) ~~Each Voting Share~~ The holders of shares of Series B Preferred Stock shall have no voting rights whatsoever, except as otherwise provided in this Section 6 or as otherwise specifically required by law. As to matters upon which holders of shares of Series B Preferred Stock are entitled to vote as a class, the holders of Series B Preferred Stock shall be entitled to one vote per share and ~~shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall~~ such vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be ~~entitled to and shall constitute one (1)~~ by majority vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) ~~In determining any action or other matter to be undertaken by or on behalf~~ Each holder of ~~the Company, each Member~~ outstanding shares of Series B Preferred Stock shall be entitled to ~~cast~~ vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law. In any such vote, each share of Series B Preferred Stock shall be entitled to a number of votes equal to the number of ~~Voting Shares that~~ shares of Common Stock into which such ~~Member holds~~share is convertible pursuant to Section 5(b) as of the record date for such vote or written consent or, ~~with~~ if there is no specified record date, as of the ~~power to vote, at the time~~ date of such vote ~~unless otherwise set forth in this Agreement~~or written consent. ~~Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking~~ Each holder of ~~any action by the Company which required a vote~~ outstanding shares of ~~the Members as set forth above~~ Series B Preferred Stock shall be ~~authorized by~~ entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the ~~affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein~~Corporation’s bylaws. (c) ~~Notwithstanding the forgoing~~So long as any shares of Series B Preferred Stock remain outstanding, ~~any Class A Shares issued~~ in addition to any ~~Affiliate~~ other vote or consent of stockholders required by law or the ~~Administrator pursuant to~~ Certificate of Incorporation, the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”),~~ Corporation shall not, ~~while such Shares are Beneficially Owned by any Affiliate~~ directly or indirectly, without the affirmative vote at a meeting (or the written consent with or without a meeting) of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence holders of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding least a majority of the ~~Voting Shares shall be required for the Company to undertake any~~ number of ~~the following actions, except as otherwise set forth herein~~shares of Series B Preferred Stock then outstanding: (i) ~~acquiring~~ authorize or approve the issuance of any ~~additional material assets~~shares of, ~~other than those incidental to the direct~~ or ~~indirect ownership~~of any security convertible into, ~~maintenance and promotion~~ or convertible or exchangeable for shares of, shares of any capital stock of the ~~Artwork~~ Corporation that rank prior to shares of Series B Preferred Stock in the payment of dividends or in the ~~eventual Sale~~ distribution of assets upon liquidation, dissolution or winding up of the ~~Artwork and other than~~ affairs of the ~~ownership~~ Corporation (or amend the terms of any ~~equity or membership interests of any subsidiary of the Company which owns or holds the Artwork~~existing shares to provide for such ranking); (ii) ~~conducting~~ authorize or approve the issuance of any ~~business activities~~shares of, or of any security convertible into, or convertible or exchangeable for shares of, Parity Stock (or amend the terms of any existing shares to provide for such ranking) except ~~for activities relating~~ such Parity Stock that is issued to ~~its direct~~ Persons other than Affiliates, directors, officers, employees or ~~indirect investment in the Artwork and the ownership, maintenance and promotion~~ consultants of the ~~Artwork or the eventual Sale of the Artwork; and~~Corporation; (iii) ~~incurring~~ amend, alter or repeal any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the ~~Artwork~~ provisions of the Certificate of Incorporation so as to affect adversely the powers, designations, preferences and rights of the Series B Preferred Stock or the ~~eventual Sale~~ holders thereof or amend, alter or repeal any of the ~~Artwork; (iv) amending, waiving or failing to comply with any material provision~~ provisions of this ~~Agreement, including amending this Agreement to increase the number~~ Certificate of ~~Shares that may be issued hereunder~~Designations; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in for the ~~event that~~ avoidance of doubt, an amendment of the ~~Delaware Act~~ Certificate of Incorporation or this Certificate of Designations to authorize or create, or to increase the authorized amount of, any Fully Junior Stock shall not be deemed to affect adversely the powers, designations, preferences and rights of the Series B Preferred Stock or the holders thereof; (iv) take any other ~~law requires~~ corporate action that ~~such Shares~~ adversely affects any of the rights, preferences or privileges of the Series B Preferred Stock; provided, however, that ~~are Beneficially Owned~~ for the avoidance of doubt this Section 6(c)(iv) shall not refer to any commercial or business decision made by the ~~Initial Member or any Affiliate~~ Corporation that may affect the value of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f)~~Series B Preferred Stock but does not change its rights, preferences or privileges (such ~~Shares shall be required to be, and shall be, voted in the same proportion~~ as the ~~Voting Shares that are Beneficially Owned~~ incurrence of debt) or the issuance of Parity Stock permitted by ~~Members holding Voting Shares~~ Section 6(c)(ii); or (v) engage in any business, act or activity other than any business related in any manner to hydrocarbons or energy. For the ~~Initial Member or any Affiliate~~ avoidance of doubt, nothing herein shall limit the ability of the ~~Initial Member~~Corporation to issue Common Stock. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Magellan Petroleum Corp /De/), Guaranty and Support Agreement (Magellan Petroleum Corp /De/)

Voting. (a) The Class B Holders holding Class B Membership Interests shall vote together, in their capacity as such Holders, as a separate class of Membership Interests. Each ~~Voting Share~~ Class B Holder shall be entitled to one vote for each Class B Membership Interest held by such Class B Holder, in each case, in connection with the election of Managers and ~~shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class~~ on all matters ~~submitted~~ to be voted upon by the Members or the Class B Holders. Except with respect to matters where the separate vote of such class of Membership Interests is expressly required hereunder or as otherwise required by Law, Class D Holders holding Class D Membership Interests, in their capacity as such Holders and Class E-1 Holders holding Class E-1 Membership Interests, in their capacity as such Holders, shall have no voting power in connection with the election of Managers and no right or authority to vote on or approve any other matter to be voted on or approved by the Members, whether hereunder, under the Act, at law, in equity or otherwise. Each Class D Holder shall be entitled to one vote for ~~approval of Members. Upon~~ each Class D Membership Interest held by such Holder, as applicable, in connection with any matter where the ~~issuance~~ separate vote of the Class ~~B Ordinary Shares~~ D Holders is expressly required hereunder and as otherwise required by Law. Each Class E-1 Holder shall be entitled to one vote for each Class E-1 Membership Interest held by such Holder, as applicable, in ~~exchange for~~ connection with any matter where the ~~Prior~~ separate vote of the Class E-1 Holders is required by Law. The percentage of the total votes entitled to be cast by any Holder with respect to such Holder’s class of Membership Interests, calculated pursuant to this Section 7.7, is herein referred to as the ~~Class B Ordinary Shares shall constitute~~ “Voting ~~Shares and have~~ Power” of such Holder with respect to such class of Membership Interests. (b) At any meeting of the ~~right~~ Holders of each class of Membership Interests, each Holder of such class of Membership Interests entitled to vote on any matter coming before the meeting shall, as to such matter, have a vote, in person, by telephone or by proxy, equal to the Voting Power of the number of Membership Interests of such class of Membership Interests held in its name on ~~which~~ the ~~Members are entitled to vote on hereunder or on which the Members are required to vote~~ relevant record date established pursuant to Section 7.9 (or the ~~Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance~~ date of ~~any Class A Ordinary Shares,~~ the ~~Class B Ordinary Shares shall~~ meeting if no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Sharesrecord date has been set). (bc) ~~In determining any action or other matter to be undertaken by or on behalf of the Company~~Except as otherwise specified herein, ~~each Member shall be entitled to cast~~ when a ~~number of votes equal~~ quorum is present with respect to the ~~number~~ Holders of ~~Voting Shares that such Member holds, with the power to vote, at the time~~ any class of ~~such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act~~Membership Interests, the ~~taking of any action by the Company which required a~~ affirmative vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the Voting ~~Shares, subject to any approval~~ Power of ~~the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate~~ such class of ~~the Administrator pursuant to the Management Services Agreement, as set forth~~ Membership Interests present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy at a duly called meeting and entitled to vote on ~~any~~ the subject matter ~~on which~~ shall be the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate act of the ~~Administrator~~Holders of such class of Membership Interests, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by any class of Membership Interests is required, the ~~Masterworks Shares shall thereafter have all voting rights that any other~~ affirmative vote of the Holders of at least a majority of the Voting ~~Shares held~~ Power of the Membership Interests of such class present in person or represented by ~~any Class A Member have hereunder or pursuant to~~ proxy at the ~~Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ meeting of such class shall be ~~required to be~~the act of such class, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and ~~shall be, voted in~~ control the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofdecision of such question. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Each Member ~~or any Affiliate of the Initial Member, shall not be~~ entitled to vote at a meeting of the Holders of any class of Membership Interests or to express consent or dissent to any action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such ~~matter~~ proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of the Holders of any class of Membership Interests, and before any voting commences, all proxies filed at or before the meeting shall ~~not~~ be ~~considered in determining the total number of votes available or required hereunder or pursuant~~ submitted to ~~the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned~~ and examined by the ~~Initial Member~~ Secretary or ~~any Affiliate of~~ a person designated by the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be~~Secretary, and ~~shall be,~~ no Membership Interests may be represented or voted ~~in the same proportion as the Voting Shares~~ under a proxy that ~~are Beneficially Owned by Members holding Voting Shares other than the Initial Member~~ have been found to be invalid or ~~any Affiliate of the Initial Member~~irregular. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Limited Liability Partnership Agreement, Limited Liability Partnership Agreement (Delphi Automotive PLC)

Voting. From the date hereof until February 15, 2025, each Stockholder agrees to vote or consent, or cause all Shares owned by such Stockholder or over which such Stockholder has voting control, from time to time and at all times, to be voted or consent given in the same manner as Sxxxx votes or gives his consent with respect to his shares of capital stock of the Company, and where the Successor Stockholder Representative has separately approved or given its consent in writing to the manner in which Sxxxx proposes to vote or give his consent with respect to his shares of capital stock of the Company, and which do not adversely affect the rights or obligations of such Stockholder in a manner different from the rights or obligations of the other holders of the Class A Common Stock of the Company in respect of such Class A Common Stock, with respect to any stockholder votes or approvals (aif required) to enter into any acquisition, merger or consolidation with an entity listed on the New York Stock Exchange (“NYSE”) or Nasdaq Stock Market (“NASDAQ”) (a “Target Acquisition”). In addition, each Stockholder agrees to appear or not appear at each meeting or otherwise cause all of such Stockholder’s Shares to be counted or not counted as present thereat for purposes of calculating a quorum and responding to any other request by the Company for written consent, if any, in the same manner as Sxxxx with respect to a Target Acquisition. Each ~~Voting Share shall be entitled~~ Stockholder agrees to ~~and shall constitute one (1) vote. Except as otherwise~~ execute any written consents or other documents requested by Sxxxx which are required or appropriate to perform the obligations set forth in this ~~Agreement~~Section 2.2 with respect to a Target Acquisition for which the Successor Stockholder Representative has separately approved or given its consent. Notwithstanding anything in this Section 2.2 to the contrary, the ~~Voting Shares shall vote together~~ voting or consent rights in favor of Sxxxx in this Section 2.2 may not be used to: (a) require any Stockholder to be bound by any restrictive covenant in connection with a Target Acquisition or any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a ~~single class on all matters submitted for approval of Members. Upon the issuance~~ stockholder of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares.Company; (b) ~~In determining~~ except as set forth in the Merger Agreement, require such Stockholder and its Affiliates to amend, extend or terminate any ~~action~~ contractual or other ~~matter~~ relationship with the Company or its Affiliates in connection with any such action, except that the Stockholder may be required to ~~be undertaken by~~ agree to terminate the investment-related documents between or ~~on behalf~~ among such Stockholder, the Company and/or other stockholders of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein.; (c) ~~Notwithstanding~~ upon the ~~forgoing~~consummation of any Target Acquisition, ~~any Class A Shares issued to any Affiliate of~~ if the ~~Administrator pursuant~~ net proceeds therefrom are distributed to the ~~Management Services~~ Company’s stockholders, require any Stockholder to receive a different amount of consideration per class of Share as is received by other holders in respect of their same class of Shares; (d) waive, on behalf of any Stockholder, such Stockholder’s express rights under this Agreement, as including the protective provisions set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, 4 and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting preemptive rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artworkin Section 5; (iie) ~~conducting~~ vote the Shares to approve any ~~business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork~~ transaction with Sxxxx or the ~~eventual Sale~~ Company’s Affiliates, including with Sxxxx; provided, that this clause (e) shall not apply with respect to approval of ~~the Artwork~~a Target Acquisition as a result of Sxxxx being party to a voting agreement, stockholders’ agreement or similar ancillary agreement in connection with such Target Acquisition; and (~~iii~~f) ~~incurring~~ Approve any ~~material loans~~ amendment, revision or ~~material borrowing arrangements~~ other change, or waiver to ~~be entered into by~~ this Agreement, including, but not limited to, the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision termination of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.”

Appears in 2 contracts

Samples: Voting Agreement (Starco Brands, Inc.), Voting Agreement (Starco Brands, Inc.)

Voting. (aA) ~~Each Voting Share~~ Holders of shares of Series A Junior Participating Preferred Stock shall be entitled to ~~and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted~~ 100 votes for ~~approval~~ each share of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Actstock held. In the event ~~that~~ the ~~Delaware Act or any other law requires,~~ Corporation shall at any ~~time, that~~ time after the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: Rights Declaration Date (i) ~~acquiring~~ pay any ~~additional material assets~~dividend on Common Stock payable in shares of Common Stock, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) ~~conducting any business activities~~subdivide the outstanding Common Stock, ~~except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and~~ (iii) ~~incurring any material loans~~ combine the outstanding Common Stock into a smaller number of shares or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) ~~amending~~issue any shares by reclassification of its shares of Common Stock, ~~waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase~~ then in each such case the number of ~~Shares~~ votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number of votes by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. Except as provided in this Section 4 and except as may be ~~issued hereunder; and (e) The Company will own~~ required by applicable law, holders of shares of Series A Junior Participating Preferred Stock shall vote with the ~~Artwork for an indefinite period~~ Common Stock on all matters required to be submitted to holders of Common Stock and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote as a separate class with respect to any matter. (B) So long as any shares of Series A Junior Participating Preferred Stock shall be outstanding, the Corporation shall not, without the affirmative vote or written consent of the holders of a majority of the aggregate number of shares of Series A Junior Participating Preferred Stock at the time outstanding (or such greater percentage as may be required under applicable law), acting as a single class, alter or change the powers, preferences or rights given to the Series A Junior Participating Preferred Stock by the Certificate of Incorporation so as to affect such powers, preferences or rights adversely. (C) If at the time of any ~~such matter~~ annual meeting of shareholders of the Corporation for the election of directors a default in preference dividends, as the term “default in preference dividends” is hereinafter defined with respect to the Series A Junior Participating Preferred Stock, shall exist, the holders of the Series A Junior Participating Preferred Stock, voting separately as a class with the holders of any other series of Preferred Stock so entitled to vote, shall have the right to elect two members of the Board of Directors; and the holders of the Common Stock shall not be ~~considered in determining the total number of votes available or required hereunder or pursuant~~ entitled to ~~the Delaware Act, provided, however, that,~~ vote in the ~~event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate~~ election of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall~~ directors of the Corporation to be ~~required to be, and shall be, voted~~ elected as provided in the ~~same proportion as~~ foregoing clause. Whenever a default in preference dividends shall commence to exist, the ~~Voting Shares that are Beneficially Owned by Members holding Voting Shares other than~~ Corporation, upon the ~~Initial Member or any Affiliate~~ written request of the ~~Initial Member. (g) Any member that beneficially owns~~ holders of 5% or more of the ~~Class A~~ outstanding shares ~~(excluding shares beneficially owned by Masterworks) may provide~~ of Preferred Stock so entitled to vote, shall call a special meeting of the ~~Company with a Vote Limit Certificate in~~ holders of the ~~form of Exhibit B that from the effective date set forth in~~ Preferred Stock so entitled to vote, such ~~notice (or if no such effective date is indicated,~~ special meeting to be held within 120 days after the date on which such ~~notice is~~ request shall be received by the ~~Company)~~ Corporation, for the purpose of enabling such ~~Member~~ holders to elect members of the Board of Directors as provided in the immediately preceding sentence; provided, however, that such special meeting need not be called if an annual meeting of shareholders of the Corporation for the election of directors shall be ~~subject~~ scheduled to be held within such 120 days; and provided further that in lieu of any such special meeting, the election of the directors to be elected thereat may be effected by the written consent of the holders of a ~~Vote Limit~~majority of the outstanding shares that would be entitled to be voted upon at such special meeting. Prior to any such special meeting or meetings, the number of directors of the Corporation shall be increased to the extent necessary to provide as additional places on the Board of Directors the directorships to be filled by the directors to be elected thereat. Any director elected as aforesaid by the holders of shares ~~beneficially owned by~~ of Preferred Stock or of any series thereof shall cease to serve as such ~~Vote Limited Member~~ director whenever a default in ~~excess~~ preference dividends shall cease to exist. If, prior to the end of the ~~Vote Limit~~ term of any director elected as aforesaid by the holders of shares of the Preferred Stock or of any series thereof, or elected by the holders of Common Stock, a vacancy in the office of such director shall ~~not constitute Voting Shares~~ occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the Bylaws; provided, however, that if such vacancy shall be filled by election by the shareholders at a meeting thereof, the right to fill such vacancy shall be vested in the holders of that class of stock or series thereof which elected the director the vacancy in the office of whom is so to be filled, unless, in any such case, no default in preference dividends shall exist at the time of such election. For the purposes of this ~~Agreement~~ paragraph (C), a “default in preference dividends” with respect to the Series A Junior Participating Preferred Stock shall be deemed to have occurred whenever the amount of dividends in arrears upon the Series A Junior Participating Preferred Stock shall be equivalent to six full quarterly dividends or more, and, having so occurred, such default in preference dividends shall be deemed to exist thereafter until, but only until, all dividends in arrears on all shares of the Series A Junior Participating Preferred Stock then outstanding shall have been paid. The term “dividends in arrears” whenever used in this paragraph (C) with reference to the Series A Junior Participating Preferred Stock shall be deemed to mean (whether or not in any dividend period in respect of which such term is used there shall have been surplus or net profits of the Corporation legally available for the payment of dividends) that amount which shall be equal to cumulative dividends at the rate for the Series A Junior Participating Preferred Stock for all past quarterly dividend periods less the amount of all dividends paid, or deemed paid, for all such periods upon such Series A Junior Participating Preferred Stock. Nothing herein contained shall be deemed to prevent an increase in the number of directors of the Corporation pursuant to its Bylaws as from time to time in effect so ~~long~~ as ~~such shares~~ to provide as additional places on the Board of Directors directorships to be filled by the directors so to be elected by the holders of the Series A Junior Participating Preferred Stock, or to prevent any other change in the number of the directors of the Corporation. (D) Except as set forth herein or as otherwise required by law, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are ~~beneficially owned by such Vote Limited Member or~~ entitled to vote with holders of Common Stock as set forth herein) for taking any ~~affiliate of such Vote Limited Member~~corporate action.

Appears in 2 contracts

Samples: Rights Agreement (General Maritime Corp/), Rights Agreement (General Maritime Corp/)

Voting. (a) ~~Each Voting Share shall be entitled~~ Notwithstanding any provision in this Agreement to the contrary, and ~~shall constitute one (1) vote. Except~~ except as ~~otherwise~~ set forth in this ~~Agreement~~Section 13.7, the ~~Voting~~ Series A Preferred Shares shall ~~vote~~ not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Company action or inaction. If and whenever six quarterly distributions (whether or not consecutive) payable on the Series A Preferred Shares or six quarterly distributions (whether or not consecutive) payable on any series or class of Parity Shares have not been declared and paid (a “Nonpayment”), the number of directors then constituting the Board automatically shall be increased by two and the Series A Holders, voting together as a single class ~~on all matters submitted for approval~~ with the holders of ~~Members. Upon the issuance~~ any other class or series of ~~the Class B Ordinary~~ Parity Shares ~~in exchange for the Prior Interests~~then Outstanding upon which like voting rights have been conferred and are exercisable (any such other class or series, ~~the Class B Ordinary Shares~~ “Voting Preferred Shares”), shall ~~constitute Voting Shares and~~ have the right to ~~vote~~ elect these two additional directors at a meeting of the Series A Holders and the holders of such Voting Preferred Shares called as hereafter provided. When quarterly distributions have been declared and paid on ~~any matter on which~~ the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class Series A Preferred Shares do for four consecutive Distribution Periods following the Nonpayment, then the right of the Series A Holders and the holders of such Voting Preferred Shares to elect such two additional directors shall cease and the terms of office of all directors elected by the Series A Holders and holders of the Voting Preferred Shares shall forthwith terminate immediately and the number of directors constituting the whole Board automatically shall be reduced by two. However, the right of the Series A Holders and the holders of the Voting Preferred Shares to elect two additional directors on the Board shall again vest if and whenever six additional quarterly distributions have not ~~constitute Voting Shares~~been declared and paid, as described above. (b) ~~In determining~~ If a Nonpayment or a subsequent Nonpayment shall have occurred, the Manager may, and upon the written request of any ~~action or other matter~~ holder of Series A Preferred Shares (addressed to the Manager) shall, call a special meeting of the Series A Holders and holders of the Voting Preferred Shares for the election of the two directors to be ~~undertaken~~ elected by them. The directors elected at any such special meeting shall hold office until the next annual meeting or ~~on behalf~~ special meeting held in lieu thereof if such office shall not have previously terminated as above provided. The Manager shall, in its sole discretion, determine a date for a special meeting applying procedures consistent with Article XII of this Agreement in connection with the expiration of the ~~Company~~term of the two directors elected pursuant to this Section 13.7. The Series A Holders and holders of the Voting Preferred Shares, ~~each Member~~ voting together as a class, may remove any director elected by the Series A Holders and holders of the Voting Preferred Shares pursuant to this Section 13.7. If any vacancy shall occur among the directors elected by the Series A Holders and holders of the Voting Preferred Shares, a successor shall be ~~entitled to cast a number~~ elected by the Board, upon the nomination of ~~votes equal to~~ the ~~number~~ then-remaining director elected by the Series A Holders and holders of the Voting Preferred Shares ~~that such Member holds, with~~ or the ~~power to vote, at the time~~ successor of such ~~vote unless otherwise~~ remaining director, to serve until the next special meeting (convened as set forth in ~~this Agreement~~the immediately preceding sentence) held in place thereof if such office shall not have previously terminated as above provided. ~~Unless~~ Except to the extent expressly provided otherwise ~~set forth~~ in this ~~Agreement~~Section 13.7, any such annual or ~~otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above~~ special meeting shall be ~~authorized by the affirmative vote~~ called and held applying procedures consistent with Article XII of ~~a majority~~ this Agreement as if references to Members were references to Series A Holders and holders of ~~the~~ Voting Preferred Shares~~, subject to any approval of the Board as required herein~~. (c) Notwithstanding anything to the ~~forgoing~~contrary in Article XI or Article XII, but subject to Section 13.7(d), so long as any Series A Preferred Shares are Outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the Series A Holders and holders of the Voting Preferred Shares, at the time Outstanding, voting as a single class regardless of series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary: (i) to amend, alter or repeal any of the provisions of this Article XIII relating to the Series A Preferred Shares or any series of Voting Preferred Shares, whether by merger, consolidation or otherwise, to affect materially and adversely the rights, powers and preferences of the Series A Holders or holders of the Voting Preferred Shares; and (ii) to authorize, create or increase the authorized amount of, any ~~Class~~ class or series of Preferred Shares having rights senior to the Series A Preferred Shares ~~issued~~ with respect to the payment of distributions or amounts upon any ~~Affiliate~~ Dissolution Event; provided, however, that, (A) in the case of subparagraph (i) above, no such vote of the ~~Administrator pursuant~~ Series A Preferred Shares or the Voting Preferred Shares, as the case may be, shall be required if in connection with any such amendment, alteration or repeal, by merger, consolidation or otherwise, each Series A Preferred Share and Voting Preferred Share remains Outstanding without the terms thereof being materially and adversely changed in any respect to the ~~Management Services Agreement~~holders thereof or is converted into or exchanged for preferred equity securities of the surviving entity having the rights, powers and preferences thereof substantially similar to those of such Series A Preferred Shares or the Voting Preferred Shares, as ~~set forth~~ the case may be; (B) in ~~Section 2.4~~ the case of subparagraph (i) above, if such amendment affects materially and adversely the rights, powers and preferences of one or ~~otherwise held by any Affiliate~~ more but not all of the ~~Administrator (~~classes or series of Voting Preferred Shares and the ~~“Masterworks Shares”)~~Series A Preferred Shares at the time Outstanding, the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the holders of all such classes or series of Voting Preferred Shares and the Series A Preferred Shares so affected, voting as a single class regardless of class or series, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall ~~not~~be required in lieu of (or, ~~while~~ if such ~~Shares are Beneficially Owned~~ consent is required by ~~any Affiliate~~ law, in addition to) the affirmative vote of at least 66-2/3% of the ~~Administrator,~~ votes entitled to be cast by the Voting Preferred Shares and the Series A Preferred Shares otherwise entitled to vote ~~on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered~~ as a single class in ~~determining the existence of a quorum or~~ accordance herewith; and (C) in the ~~total number~~ case of ~~votes available~~ subparagraph (i) or ~~required hereunder~~ (ii) above, no such vote of the Series A Holders or ~~pursuant to~~ holders of the ~~Delaware Act. Once the Masterworks~~ Voting Preferred Shares, ~~if any~~as the case may be, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required if, at or prior to the time when such action is to take effect, provision is made for the redemption of all Series A Preferred Shares or Voting Preferred Shares, as the case may be, ~~and shall be, voted in~~ at the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereoftime Outstanding. (d) ~~In addition~~ For the purposes of this Section 13.7, neither: (i) the amendment of provisions of this Agreement so as to authorize or create or issue, or to increase the authorized amount of, any Junior Shares or any Parity Shares; nor (ii) any merger, consolidation or otherwise, in which (1) the Company is the surviving entity and the Series A Preferred Shares remain Outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series A Preferred Shares for other ~~matters on which~~ preferred equity securities having rights, powers and preferences (including with respect to redemption thereof) substantially similar to that of the ~~Members holding~~ Series A Preferred Shares under this Agreement (except for changes that do not materially and adversely affect the Series A Preferred Shares considered as a whole) shall be deemed to materially and adversely affect the rights, powers and preferences of the Series A Preferred Shares or holders of Voting Preferred Shares. (e) For purposes of the foregoing provisions of this Section 13.7 of this Agreement, each Series A Holder shall have one vote per Series A Preferred Share, except that when any other series of Preferred Shares shall have the right to vote with the Series A Preferred Shares as ~~set forth herein~~a single class on any matter, then the ~~approval~~ Series A Holders and the holders of ~~Members holding a majority~~ such other series of ~~the Voting~~ Preferred Shares shall ~~be required for the Company~~ have with respect to ~~undertake any~~ such matters one vote per $25.00 of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offeringstated liquidation preference. (f) ~~In any vote~~ The Manager may cause the Company to, from time to time, without notice to or consent of the ~~Voting Members pursuant to Section 2.8(d)~~Series A Holders or holders of other Parity Shares, any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Memberissue additional Series A Preferred Shares. (g) ~~Any member that beneficially owns 5%~~ The foregoing provisions of this Section 13.7 will not apply if, at or ~~more of~~ prior to the ~~Class A shares (excluding shares beneficially owned by Masterworks) may provide~~ time when the ~~Company~~ act with respect to which a ~~Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated~~vote pursuant to this Section 13.7 would otherwise be required shall be effected, the ~~date such notice is received by the Company) such Member~~ Series A Preferred Shares shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Memberhave been redeemed.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC)

Voting. (a) ~~Each Voting Share~~ Election of directors at all meetings of Stockholders shall be by written ballot, unless otherwise provided in the Certificate of Incorporation; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can determined that electronic transmission was authorized by the Stockholder or proxy holder. Except as otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the Stockholders at any meeting shall be decided by the vote of the holders of a majority of the stock having voting power present in person or represented by proxy and entitled to vote on the subject matter. Except as otherwise provided in the Certificate of Incorporation or by applicable law, (i) no Stockholder shall have any right of cumulative voting and (ii) each outstanding share, regardless of class, shall be entitled to ~~and shall constitute~~ one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on ~~any~~ each matter ~~on which the Members are entitled~~ submitted to a vote ~~on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance~~ at a meeting of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesStockholders. (b) ~~In determining any action~~ Shares standing in the name of another corporation (whether domestic or ~~other matter to~~ foreign) may be ~~undertaken~~ voted by such officer, agent or ~~on behalf~~ proxy as the bylaws of such corporation may prescribe or, in the ~~Company~~absence of such provision, ~~each Member~~ as the board of directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor, personal representative or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardianship, conservatorship or trust may be voted by the appropriate fiduciary, either in person or by proxy, but no fiduciary shall be entitled to ~~cast~~ vote shares held in such fiduciary capacity without a ~~number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time~~ transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A Stockholder whose shares are pledged shall be entitled to vote such shares, unless ~~otherwise set forth~~ in ~~this Agreement. Unless otherwise set forth in this Agreement, or otherwise required~~ the transfer by the ~~Delaware Act,~~ pledgor on the ~~taking of any action by the Company which required a vote~~ books of the ~~Members as set forth above shall be authorized by~~ Corporation he has expressly empowered the ~~affirmative~~ pledgee to vote ~~of a majority of~~ thereon, in which case only the ~~Voting Shares, subject to any approval of~~ pledgee (or his proxy) may represent the ~~Board as required herein~~stock and vote thereon. (c) ~~Notwithstanding~~ If shares or other securities having voting power stand of record in the ~~forgoing~~name of two or more persons (whether fiduciaries, ~~any Class A Shares issued~~ members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise) or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to ~~any Affiliate~~ the contrary and is furnished with a copy of the ~~Administrator pursuant~~ instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to ~~the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”),~~ voting shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the ~~right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the~~ following ~~actions, except as otherwise set forth herein~~effect: (i) ~~acquiring any additional material assets~~if only one votes, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artworkhis act binds all; (ii) ~~conducting any business activities~~if more than one votes, ~~except for activities relating to its direct or indirect investment in~~ the ~~Artwork and the ownership, maintenance and promotion~~ act of the ~~Artwork or the eventual Sale of the Artwork~~majority so voting binds all; and (iii) ~~incurring~~ if more than one votes but the vote is evenly split on any ~~material loans or material borrowing arrangements to be entered into by~~ particular matter, each faction may vote the ~~Company as a debtor other than those incidental to the direct or indirect investment~~ securities in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member question proportionately or any ~~Affiliate of~~ person voting the ~~Initial Member~~shares, ~~shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available~~ or ~~required hereunder or pursuant~~ a beneficiary, (if any) may apply to the Delaware ~~Act~~Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the person so voting the shares, ~~provided, however, that, in~~ which shall then be voted as determined by a majority such persons and the ~~event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned~~ person so appointed by the ~~Initial Member~~ court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or ~~any Affiliate~~ even-split for the purpose of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares~~ paragraph (c) shall be ~~required to be, and shall be, voted~~ a majority or even-split in ~~the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~interest. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Chaparral Energy, Inc.), Merger Agreement (Chaparral Energy, Inc.)

Voting. (a) ~~Each Voting Share~~ Election of directors at all meetings of Stockholders need not be by written ballot, unless otherwise provided in the Certificate of Incorporation; if authorized by the board of directors, such requirement of a written ballot shall be ~~entitled to and shall constitute one (1) vote~~satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can determined that electronic transmission was authorized by the Stockholder or proxy holder. Except as otherwise ~~set forth~~ provided in ~~this Agreement~~the Certificate of Incorporation, ~~the Voting Shares~~ directors shall ~~vote together as~~ be elected by a ~~single class on all matters submitted for approval of Members. Upon the issuance~~ plurality of the ~~Class B Ordinary Shares~~ votes of the shares present in ~~exchange for~~ person or represented by proxy at the ~~Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares~~ meeting and ~~have the right to vote on any matter on which the Members are~~ entitled to vote on ~~hereunder~~ the election of directors. Except as otherwise required by applicable law, the Certificate of Incorporation or ~~on which~~ these Bylaws, all matters other than the ~~Members are required~~ election of directors submitted to the Stockholders at any meeting shall be decided by the vote of the holders of stock having a majority of the voting power present in person or represented by proxy and entitled to vote ~~pursuant to~~ on the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Sharessubject matter. (b) ~~In determining any action~~ Shares standing in the name of another corporation (whether domestic or ~~other matter to~~ foreign) may be ~~undertaken~~ voted by such officer, agent or ~~on behalf~~ proxy as the bylaws of such corporation may prescribe or, in the ~~Company~~absence of such provision, ~~each Member~~ as the board of directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no fiduciary shall be entitled to ~~cast~~ vote shares held in such fiduciary capacity without a ~~number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time~~ transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A Stockholder whose shares are pledged shall be entitled to vote such shares, unless ~~otherwise set forth~~ in ~~this Agreement. Unless otherwise set forth in this Agreement, or otherwise required~~ the transfer by the ~~Delaware Act,~~ pledgor on the ~~taking of any action by the Company which required a vote~~ books of the ~~Members as set forth above shall be authorized by~~ Corporation he has expressly empowered the ~~affirmative~~ pledgee to vote ~~of a majority of~~ thereon, in which case only the ~~Voting Shares, subject to any approval of~~ pledgee (or his proxy) may represent the ~~Board as required herein~~stock and vote thereon. (c) ~~Notwithstanding~~ If shares or other securities having voting power stand of record in the ~~forgoing~~name of two or more persons (whether fiduciaries, ~~any Class A Shares issued~~ members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise) or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to ~~any Affiliate~~ the contrary and is furnished with a copy of the ~~Administrator pursuant~~ instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to ~~the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”),~~ voting shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the ~~right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the~~ following ~~actions, except as otherwise set forth herein~~effect: (i) ~~acquiring any additional material assets~~if only one votes, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artworkhis act binds all; (ii) ~~conducting any business activities~~if more than one votes, ~~except for activities relating to its direct or indirect investment in~~ the ~~Artwork and the ownership, maintenance and promotion~~ act of the ~~Artwork or the eventual Sale of the Artwork~~majority so voting binds all; and (iii) ~~incurring~~ if more than one votes but the vote is evenly split on any ~~material loans or material borrowing arrangements to be entered into by~~ particular matter, each faction may vote the ~~Company as a debtor other than those incidental to the direct or indirect investment~~ securities in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member question proportionately or any ~~Affiliate of~~ person voting the ~~Initial Member~~shares, ~~shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available~~ or ~~required hereunder or pursuant~~ a beneficiary, (if any) may apply to the Delaware ~~Act~~Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the person so voting the shares, ~~provided, however, that, in~~ which shall then be voted as determined by a majority such persons and the ~~event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned~~ person so appointed by the ~~Initial Member~~ court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or ~~any Affiliate~~ even-split for the purpose of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares~~ paragraph (c) shall be ~~required to be, and shall be, voted~~ a majority or even-split in ~~the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~interest. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Merger Agreement (Grey Wolf Inc), Merger Agreement (Basic Energy Services Inc)

Voting. (a) Each ~~Voting Share shall~~ stockholder shall, at each meeting of the stockholders, be entitled to ~~and shall constitute one (1) vote. Except as otherwise set forth~~ vote in ~~this Agreement, the Voting Shares shall vote together as a single class on all matters submitted~~ person or by proxy for ~~approval of Members. Upon the issuance~~ each share or fractional share of the ~~Class B Ordinary Shares~~ stock of the Corporation held by him which has voting power upon the matter in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Sharesquestion. (b) ~~In determining~~ Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing or by any ~~action~~ other secure means permitted by law, including telephonic and electronic transmission, subscribed by such stockholder or ~~other matter~~ by his attorney thereunto authorized and delivered to ~~be undertaken by or on behalf~~ the secretary of the ~~Company~~meeting; provided, ~~each Member~~ however, that no proxy shall be voted or acted upon after eleven months from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders, all matters, except as otherwise provided in the Certificate of Incorporation or in these Bylaws, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to ~~cast~~ vote thereat and thereon, a ~~number of votes equal to the number of Voting Shares that such Member holds, with the power to vote,~~ quorum being present. The vote at ~~the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of~~ any ~~action by the Company which required a vote~~ meeting of the ~~Members as set forth above shall~~ stockholders on any question need not be ~~authorized~~ by ballot, unless the ~~affirmative vote~~ holders of a majority of the ~~Voting Shares~~outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy shall so determine. On a vote by ballot, ~~subject to any approval~~ each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of ~~the Board as required herein~~shares voted. (c) ~~Notwithstanding~~ Shares of its own stock belonging to the ~~forgoing~~Corporation or to another corporation, ~~any Class A Shares issued to any Affiliate~~ if a majority of the ~~Administrator pursuant~~ shares entitled to vote in the ~~Management Services Agreement~~election of directors in such other corporation is held, ~~as set forth in Section 2.4~~ directly or ~~otherwise held~~ indirectly, by ~~any Affiliate of~~ the ~~Administrator (the “Masterworks Shares”)~~Corporation, shall ~~not, while such Shares are Beneficially Owned by any Affiliate of the Administrator,~~ neither be entitled to vote ~~on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not~~ nor be ~~considered in determining the existence of a~~ counted for quorum ~~or in the total number of votes available or required hereunder or pursuant to the Delaware Act~~purposes. ~~Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate~~ Persons holding stock of the ~~Administrator, the Masterworks Shares~~ Corporation in a fiduciary capacity shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of ~~any such matter and~~ the Corporation he shall ~~not be considered in determining~~ have expressly empowered the ~~total number of votes available or required hereunder or pursuant~~ pledgee to ~~the Delaware Act, provided, however, that~~vote thereon, in which case only the ~~event that~~ pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the ~~Delaware Act~~ names of two or ~~any other law requires that such Shares that are Beneficially Owned~~ more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the ~~Initial Member or any Affiliate~~ same fiduciary relationship, shall be voted in accordance with the provisions of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate General Corporation Law of the ~~Initial Member~~State of Delaware. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement, Series a 2 Preferred Stock Purchase Agreement (Willis Lease Finance Corp)

Voting. (a) ~~Each Voting Share shall be entitled to and shall constitute one (1) vote.~~ Except as otherwise ~~set forth in this Agreement~~provided by Law, the ~~Voting Shares~~ Charter or these Bylaws, Common Holders holding shares of Common Stock shall vote together as a single ~~class~~ class. Each Common Holder shall be entitled to one vote for each share of Common Stock held by such Common Holder, in connection with the election of Directors and on all matters ~~submitted for approval~~ to be voted upon by the Stockholders (without prejudice to any consent rights that the holders of ~~Members~~any class or portion of any particular class of capital stock have expressly been granted under these Bylaws or the Charter). ~~Upon the issuance~~ The percentage of the ~~Class B Ordinary Shares in exchange for~~ total votes entitled to be cast by any Common Holder or group of Common Holders with respect to such Common Holder’s or group of Common Holders’ Common Stock, calculated pursuant to this Section 6.7, is herein referred to as the ~~Prior Interests~~“Voting Power” of such Common Holder or Common Holders. (b) At any meeting of the Common Holders, ~~the Class B Ordinary Shares shall constitute Voting Shares and have the right~~ each Common Holder entitled to vote on any matter coming before the meeting shall, as to such matter, have a vote, in person, by telephone or by proxy, equal to the Voting Power of the number of shares of Common Stock held in its name on ~~which~~ the ~~Members are entitled to vote on hereunder or on which the Members are required to vote~~ relevant record date established pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesSection 6.9. (bc) ~~In determining any action or other matter to be undertaken by or on behalf of the Company~~Except as otherwise specified herein, ~~each Member shall be entitled to cast~~ when a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Actquorum is present, the ~~taking of any action by the Company which required a~~ affirmative vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the Voting ~~Shares, subject to any approval~~ Power of the ~~Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth~~ capital stock present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy at a duly called meeting and entitled to vote on ~~any~~ the subject matter ~~on which~~ shall be the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate act of the ~~Administrator~~Common Holders, unless the question is one upon which by express provisions of Law or the Charter or these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by any class of capital stock is required, the ~~Masterworks Shares shall thereafter have all voting rights that any other~~ affirmative vote of the holders holding at least a majority of the Voting ~~Shares held~~ Power of the capital stock of such class present in person or represented by ~~any Class A Member have hereunder or pursuant to~~ proxy at the ~~Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ meeting of such class shall be ~~required to be~~the act of such class, unless the question is one upon which by express provisions of Law or the Charter or these Bylaws a different vote is required, in which case such express provision shall govern and ~~shall be, voted in~~ control the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofdecision of such question. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be Each Stockholder entitled to vote at a meeting of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act Common Holders or any ~~other law requires that~~ class of Stockholders or to express consent or dissent to any action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such ~~Shares that are Beneficially Owned~~ proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of Common Holders or any class of Stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the ~~Initial Member~~ Secretary or ~~any Affiliate of~~ a person designated by the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be~~Secretary, and ~~shall be,~~ no shares of capital stock may be represented or voted ~~in the same proportion as the Voting Shares~~ under a proxy that ~~are Beneficially Owned by Members holding Voting Shares other than the Initial Member~~ have been found to be invalid or ~~any Affiliate of the Initial Member~~irregular. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Securities Purchase and Exchange Agreement, Securities Purchase and Exchange Agreement (Gmac Inc.)

Voting. (a) Each ~~Voting Share shall~~ Stockholder agrees to vote, or cause to be ~~entitled to and shall constitute one (1) vote. Except as otherwise~~ voted, that number of Shares set forth ~~in this Agreement~~on the Stockholder’s signature pages hereto and any additional Shares that are hereafter held of record or beneficially owned by such Stockholder or over which such Stockholder has voting control (collectively, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members “Subject Shares”) that are entitled to vote ~~on hereunder~~ (or on express consent or dissent in writing, as applicable), from time to time and at all times, in whatever manner as shall be necessary at the first annual or special meeting of stockholders at which an election of directors is held following the ~~Members are required to vote~~ date hereof or pursuant to the ~~Delaware Act and shall be entitled~~ first written consent of the stockholders following the date hereof, so as to ~~and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares,~~ elect each Purchaser Nominee to the ~~Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless~~ extent such ~~right~~ Purchaser Nominee has been recommended to ~~vote is specifically required and mandated~~ the stockholders by the ~~Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~Board of Directors of the Company. (b) ~~In determining any action~~ Each Stockholder agrees to vote, or ~~other matter~~ cause to be ~~undertaken by or on behalf~~ voted, all Subject Shares, from time to time and at all times, in whatever manner as shall be necessary, in favor of any proposal for stockholders of the Company, ~~each Member shall be entitled to cast~~ at the first annual or special meeting of stockholders at which such a ~~number of votes equal~~ proposal is put forth to the ~~number of Voting Shares that such Member holds, with~~ stockholders following the ~~power~~ date hereof or pursuant to ~~vote, at~~ the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote first written consent of the ~~Members as set forth above shall be authorized by~~ stockholders following the ~~affirmative vote of a majority~~ date hereof, to approve the adoption of the ~~Voting Shares, subject to any approval~~ Amended and Restated Certificate of ~~the Board~~ Incorporation attached hereto as ~~required herein.~~Annex A. (c) ~~Notwithstanding the forgoing, any Class A Shares issued~~ Any vote required to ~~any Affiliate of the Administrator~~ be cast or consent or dissent in writing required to be expressed pursuant to ~~the Management Services Agreement,~~ this Section 1.01 shall be cast or expressed in accordance with all applicable procedures so as ~~set forth in Section 2.4 or otherwise held by any Affiliate~~ to ensure that it is duly counted for purposes of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining ~~the existence of~~ that a quorum ~~or in~~ is present (if applicable) and for purposes of recording the ~~total number~~ results of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofvote. (d) ~~In addition~~ Each Stockholder hereby agrees not to ~~the other matters on which the Members holding Voting Shares have the right~~ enter into any commitment, agreement, understanding or similar arrangement with any person to vote ~~as set forth herein,~~ or give voting instructions or express consent or dissent in writing in any manner inconsistent with the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision terms of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the OfferingSection 1.01. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Voting Agreement (AlTi Global, Inc.), Voting Agreement (AlTi Global, Inc.)

Voting. ~~(a) Each Voting Share~~ i. Election of directors at all meetings of Stockholders shall be ~~entitled to and~~ by written ballot, unless otherwise provided in the Certificate of Incorporation; if authorized by the Board of Directors, such requirement of a written ballot shall ~~constitute one (1) vote~~be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can determined that electronic transmission was authorized by the Stockholder or proxy holder. Except as otherwise ~~set forth~~ provided in ~~this Agreement~~the Certificate of Incorporation, ~~the Voting Shares~~ directors shall ~~vote together as~~ be elected by a ~~single class on all matters submitted for approval of Members. Upon the issuance~~ plurality of the ~~Class B Ordinary Shares~~ votes of the shares present in ~~exchange for~~ person or represented by proxy at the ~~Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares~~ meeting and ~~have the right to vote on any matter on which the Members are~~ entitled to vote on ~~hereunder~~ the election of directors. Except as otherwise provided by applicable law, the Certificate of Incorporation or ~~on which~~ these Bylaws, all matters other than the ~~Members are required to vote pursuant~~ election of directors submitted to the ~~Delaware Act and~~ Stockholders at any meeting shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated decided by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the ~~Voting Shares~~stock having voting power present in person or represented by proxy and entitled to vote on the subject matter. Except as otherwise provided in the Certificate of Incorporation or by applicable law, ~~subject~~ (i) no Stockholder shall have any right of cumulative voting and (ii) each outstanding share, regardless of class, shall be entitled to ~~any approval~~ one vote on each matter submitted to a vote at a meeting of ~~the Board as required herein~~Stockholders. ii. Shares standing in the name of another corporation (cwhether domestic or foreign) ~~Notwithstanding~~ may be voted by such officer, agent or proxy as the ~~forgoing~~bylaws of such corporation may prescribe or, ~~any Class A Shares issued to any Affiliate~~ in the absence of ~~the Administrator pursuant to the Management Services Agreement~~such provision, as ~~set forth~~ the board of directors of such corporation may determine. Shares standing in ~~Section 2.4~~ the name of a deceased person may be voted by the executor, personal representative or ~~otherwise held~~ administrator of such deceased person, either in person or by ~~any Affiliate~~ proxy. Shares standing in the name of a guardianship, conservatorship or trust may be voted by the ~~Administrator (the “Masterworks Shares”)~~appropriate fiduciary, either in person or by proxy, but no fiduciary shall ~~not, while such Shares are Beneficially Owned by any Affiliate of the Administrator,~~ be entitled to vote ~~on any matter on which~~ shares held in such fiduciary capacity without a transfer of such shares into the ~~Class~~ name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A ~~Members~~ Stockholder whose shares are pledged shall be entitled ~~or required~~ to vote ~~hereunder~~ such shares, unless in the transfer by the pledgor on the books of the Corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee (or ~~pursuant~~ his proxy) may represent the stock and vote thereon. iii. If shares or other securities having voting power stand of record in the name of two or more persons (whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise) or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the ~~Delaware Act,~~ contrary and ~~shall not be considered in determining the existence of~~ is furnished with a ~~quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate~~ copy of the ~~Administrator~~instrument or order appointing them or creating the relationship wherein it is so provided, ~~the Masterworks Shares~~ their acts with respect to voting shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the ~~right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the~~ following ~~actions, except as otherwise set forth herein~~effect: (i1) ~~acquiring any additional material assets~~if only one votes, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artworkhis act binds all; (ii2) ~~conducting any business activities~~if more than one votes, ~~except for activities relating to its direct or indirect investment in~~ the ~~Artwork and the ownership, maintenance and promotion~~ act of the ~~Artwork or the eventual Sale of the Artwork~~majority so voting binds all; and (~~iii~~3) ~~incurring~~ if more than one votes but the vote is evenly split on any ~~material loans or material borrowing arrangements to be entered into by~~ particular matter, each faction may vote the ~~Company as a debtor other than those incidental to the direct or indirect investment~~ securities in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member question proportionately or any ~~Affiliate of~~ person voting the ~~Initial Member~~shares, ~~shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available~~ or ~~required hereunder or pursuant~~ a beneficiary, (if any) may apply to the Delaware ~~Act~~Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the person so voting the shares, ~~provided, however, that, in~~ which shall then be voted as determined by a majority such persons and the ~~event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned~~ person so appointed by the ~~Initial Member~~ court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or ~~any Affiliate~~ even-split for the purpose of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares~~ paragraph (c) shall be ~~required to be, and shall be, voted~~ a majority or even-split in ~~the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member~~interest. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Merger Agreement (United Refining Energy Corp), Merger Agreement (Chaparral Energy, Inc.)

Voting. ~~(a) Each Voting Share~~ The vote upon any resolution submitted to any ------ meeting of Holders of Securities with respect to which such meeting is being held shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter by written ballots on which ~~the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and~~ shall be ~~entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares,~~ subscribed the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time signatures of such ~~vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement,~~ Holders of Securities or ~~otherwise required~~ of their representatives by proxy and the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. principal amount (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the ~~total number~~ case of ~~votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares~~Original Issue Discount Securities or, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the ~~same proportion as the Voting Shares~~ case of Securities which provide that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and an amount other than the ~~ownership~~ face amount thereof will or may be payable upon the maturity thereof or upon a declaration of ~~any equity or membership interests of any subsidiary~~ acceleration of the ~~Company which owns or holds the Artwork; (ii) conducting any business activities~~maturity thereof, ~~except for activities relating~~ such principal amount to ~~its direct or indirect investment~~ be determined as provided in the ~~Artwork~~ definition of "Outstanding" in Section 1.1) and ~~the ownership, maintenance and promotion~~ number or numbers or other distinguishing symbol or symbols of such Securities held or represented by them. The permanent chairman of the ~~Artwork~~ meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the ~~eventual Sale~~ secretary of the ~~Artwork; and (iii) incurring any material loans or material borrowing arrangements to~~ meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be ~~entered into~~ prepared by the ~~Company~~ secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as ~~a debtor other than those incidental to~~ provided in Section 6.7. The record shall show the ~~direct or indirect investment~~ principal amount of the Securities (in the ~~Artwork and the ownership, maintenance and promotion~~ case of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, thatOriginal Issue Discount Securities or, in the ~~event~~ case of Securities which provide that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares an amount other than the ~~Initial Member~~ face amount thereof will or ~~any Affiliate~~ may be payable upon the maturity thereof or upon a declaration of acceleration of the ~~Initial Member. (g~~maturity thereof, such principal amount to be determined as provided in the definition of "Outstanding" in Section 1.1) ~~Any member that beneficially owns 5%~~ voting in favor of or ~~more~~ against any resolution. The record shall be signed and verified by the affidavits of the ~~Class A shares (excluding shares beneficially owned~~ permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the Trustee to be preserved by ~~Masterworks) may provide~~ the ~~Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated~~Trustee, the ~~date such notice is received by~~ latter to have attached thereto the ~~Company) such Member~~ ballots voted at the meeting. Any record so signed and verified shall be ~~subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ conclusive evidence of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Membermatters therein stated.

Appears in 2 contracts

Samples: Indenture (Newmont Gold Co), Indenture (Newmont Gold Co)

Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the shareholders of the Company however called (aor any action by written consent in lieu of a meeting) ~~Each Voting~~ or any adjournment or postponement thereof, Shareholder shall vote (or cause to be voted) all Shareholder Shares or (as appropriate) execute written consents in respect thereof, (i) in favor of the Share ~~shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement~~Issuance, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant Merger Agreement (to the ~~Delaware Act~~ extent required), and ~~shall be entitled to~~ the transactions contemplated thereby and ~~shall constitute one~~ (1ii) ~~vote. Upon~~ against any ~~issuance~~ Competing Proposal and any agreement (including, without limitation, any amendment of any ~~Class A Ordinary Shares~~agreement), the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf amendment of the Company~~, each Member shall~~ ’s organizational documents or other action that is intended or would reasonably be ~~entitled~~ expected to ~~cast a number of votes equal to~~ prevent or delay the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote consummation of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork Share Issuance or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the ArtworkMerger; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event ~~that~~ the ~~Delaware Act~~ Company makes an Adverse Recommendation Change prior to receiving shareholder approval of the Share Issuance, then at any meeting of the shareholders of the Company however called (or any ~~other law requires that such Shares that are Beneficially Owned~~ action by ~~the Initial Member~~ written consent in lieu of a meeting) or any ~~Affiliate~~ adjournment or postponement thereof, in each case prior to the termination of this Agreement, Shareholder will have the ~~Initial Member~~ right, in its sole discretion, to vote ~~on any matter notwithstanding this Section 2.8(f)~~(or cause to be voted) all Shareholder Shares or (as appropriate) execute written consents in respect thereof, ~~such Shares shall be required to be, and shall be, voted~~ (x) as provided in clause (i) above or (y) in the same proportion as votes cast (or written consents executed) by the ~~Voting Shares that are Beneficially Owned by Members holding Voting Shares~~ shareholders of the Company other than Shareholder with respect to the ~~Initial Member or any Affiliate~~ applicable matter (such proportion determined without inclusion of the ~~Initial Member. (g~~votes cast by Shareholder) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received on any matter presented for approval by the Company’s shareholders regarding (A) the Share Issuance, the Merger Agreement, and the transactions contemplated thereby and (B) any agreement (including, without limitation, any amendment of any agreement), amendment of the Company’s organizational documents or other action that is intended or would reasonably be expected to prevent or delay the consummation of the Share Issuance or the Merger. Any such ~~Member~~ vote shall be ~~subject~~ cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ~~a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares~~ ensure that it is duly counted, including for ~~any~~ purposes of ~~this Agreement~~ determining that a quorum is present and for ~~so long as such shares are beneficially owned by such Vote Limited Member or any affiliate~~ purposes of recording the results of such ~~Vote Limited Member~~vote (or consent).

Appears in 2 contracts

Samples: Voting and Support Agreement (Interval Leisure Group, Inc.), Voting and Support Agreement (Liberty Interactive Corp)

Voting. (a) ~~Each Voting Share shall be entitled~~ Except with respect to matters where the separate vote of a particular class of Membership Interests is expressly required hereunder (including in connection with any vote by the Members constituting the Joint Majority Holders, the Majority Preferred Holders and ~~shall constitute one (1~~as provided in Section 8.3) ~~vote. Except~~ and as otherwise ~~set forth in this Agreement~~required by Law, ~~the Voting Shares~~ (i) Common Holders holding Class A Membership Interests and Common Holders holding Class B Membership Interests shall vote together as a single class and (ii) Members holding Class C Membership Interests and Preferred Membership Interests in their capacity as such holders shall have no voting power in connection with the election of Managers and no right or authority to vote on or approve any other matter to be voted on or approved by the Members, whether hereunder, under the Act, at law, in equity or otherwise. Each Class A Holder shall be entitled to one vote for each Class A Membership Interest held by such Common Holder and each Class B Holder shall be entitled to one vote for each Class B Membership Interest held by such Common Holder, in each case, in connection with the election of Managers and on all matters ~~submitted~~ to be voted upon by the Members (without prejudice to any consent rights that the holders of any class or portion of any particular class of Membership Interests have expressly been granted under this Agreement). Each Preferred Holder shall be entitled to one vote for ~~approval~~ each Preferred Membership Interest held by such Preferred Holder in connection with any matter where the separate vote of ~~Members~~the Preferred Holders is expressly required hereunder (including in connection with any vote by the Members constituting the Majority Preferred Holders) and as otherwise required by Law. ~~Upon~~ The percentage of the ~~issuance~~ total votes entitled to be cast by any Common Holder or group of Common Holders with respect to such Common Holder’s or group of Common Holders’ Common Membership Interests, calculated pursuant to this Section 7.7, is herein referred to as the “Voting Power” of such Common Holder or Common Holders. Immediately following the consummation of the transactions contemplated by the Purchase Agreement, the Class A Holders holding the Class A Membership Interests shall have fifty-one percent (51%) of the Voting Power and the Class B ~~Ordinary Shares in exchange for the Prior Interests,~~ Holders holding the Class B ~~Ordinary Shares~~ Membership Interests shall ~~constitute~~ have forty-nine percent (49%) of the Voting ~~Shares and have~~ Power. (b) At any meeting of the ~~right~~ Common Holders, each Common Holder entitled to vote on any matter coming before the meeting shall, as to such matter, have a vote, in person, by telephone or by proxy, equal to the Voting Power of the number of Membership Interests held in its name on ~~which~~ the ~~Members are entitled to vote on hereunder or on which the Members are required to vote~~ relevant record date established pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesSection 7.9. (bc) ~~In determining any action or other matter to be undertaken by or on behalf of the Company~~Except as otherwise specified herein, ~~each Member shall be entitled to cast~~ when a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Actquorum is present, the ~~taking of any action by the Company which required a~~ affirmative vote of the ~~Members as set forth above shall be authorized by the affirmative vote~~ holders of a majority of the Voting ~~Shares, subject to any approval~~ Power of the ~~Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth~~ Membership Interests present in ~~Section 2.4~~ person or ~~otherwise held~~ represented by ~~any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be~~ proxy at a duly called meeting and entitled to vote on ~~any~~ the subject matter ~~on which~~ shall be the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate act of the ~~Administrator~~Common Holders, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by any class of Membership Interests is required, the ~~Masterworks Shares shall thereafter have all voting rights that any other~~ affirmative vote of the Common Holders holding at least a majority of the Voting ~~Shares held~~ Power of the Membership Interests of such class present in person or represented by ~~any Class A Member have hereunder or pursuant to~~ proxy at the ~~Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares~~ meeting of such class shall be ~~required to be~~the act of such class, unless the question is one upon which by express provisions of Law or of this Agreement a different vote is required, in which case such express provision shall govern and ~~shall be, voted in~~ control the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofdecision of such question. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Each Member ~~or any Affiliate of the Initial Member, shall not be~~ entitled to vote at a meeting of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act Common Holders or any ~~other law requires that~~ class of Members or to express consent or dissent to any action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such ~~Shares that are Beneficially Owned~~ proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of Common Holders or any class of Members, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the ~~Initial Member~~ Secretary or ~~any Affiliate of~~ a person designated by the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be~~Secretary, and ~~shall be,~~ no Membership Interests may be represented or voted ~~in the same proportion as the Voting Shares~~ under a proxy that ~~are Beneficially Owned by Members holding Voting Shares other than the Initial Member~~ have been found to be invalid or ~~any Affiliate of the Initial Member~~irregular. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Gmac LLC)

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 145, LLC), Limited Liability Company Operating Agreement (Masterworks 145, LLC)

Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the shareholders of the Company however called (aor any action by written consent in lieu of a meeting) ~~Each Voting~~ or any adjournment or postponement thereof, Shareholder shall vote (or cause to be voted) all Shareholder Shares or (as appropriate) execute written consents in respect thereof, (i) in favor of the Share ~~shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement~~Issuance, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant Merger Agreement (to the ~~Delaware Act~~ extent required), and ~~shall be entitled to~~ the transactions contemplated thereby and ~~shall constitute one~~ (1ii) ~~vote. Upon~~ against any ~~issuance~~ Competing Proposal and any agreement (including, without limitation, any amendment of any ~~Class A Ordinary Shares~~agreement), the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf amendment of the Company~~, each Member shall~~ ’s organizational documents or other action that is intended or would reasonably be ~~entitled~~ expected to ~~cast a number of votes equal to~~ prevent or delay the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote consummation of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork Share Issuance or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the ArtworkMerger; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event ~~that~~ the ~~Delaware Act~~ Company makes an Adverse Recommendation Change prior to receiving shareholder approval of the Share Issuance, then at any meeting of the shareholders of the Company however called (or any ~~other law requires that such Shares that are Beneficially Owned~~ action by ~~the Initial Member~~ written consent in lieu of a meeting) or any ~~Affiliate~~ adjournment or postponement thereof, in each case prior to the termination of this Agreement, Shareholder will have the ~~Initial Member~~ right, in his sole discretion, to vote (or cause to be voted) all Shareholder Shares or (as appropriate) execute written consents in respect thereof as Shareholder determines, or in Shareholder’s discretion elect not to vote the Shareholder Shares or provide written consents in respect thereof, on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received presented for approval by the Company’s shareholders regarding (A) the Share Issuance, the Merger Agreement, and the transactions contemplated thereby and (B) any agreement (including, without limitation, any amendment of any agreement), amendment of the Company’s organizational documents or other action that is intended or would reasonably be expected to prevent or delay the consummation of the Share Issuance or the Merger. Any such ~~Member~~ vote shall be ~~subject~~ cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ~~a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares~~ ensure that it is duly counted, including for ~~any~~ purposes of ~~this Agreement~~ determining that a quorum is present and for ~~so long as such shares are beneficially owned by such Vote Limited Member or any affiliate~~ purposes of recording the results of such ~~Vote Limited Member~~vote (or consent).

Appears in 2 contracts

Samples: Voting and Support Agreement (Interval Leisure Group, Inc.), Voting and Support Agreement (Interval Leisure Group, Inc.)

Voting. (a) ~~Each Voting Share~~ The holders of shares of Series A Preferred Stock shall have no voting rights whatsoever, except as otherwise provided in this Section 6 or as otherwise specifically required by law. As to matters upon which holders of shares of Series A Preferred Stock are entitled to vote as a class, the holders of Series A Preferred Stock shall be entitled to one vote per share and ~~shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall~~ such vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be ~~entitled to and shall constitute one (1)~~ by majority vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) ~~In determining any action or other matter~~ Except as provided to ~~be undertaken by or on behalf of~~ the ~~Company~~contrary in the proviso to this sentence, each ~~Member~~ holder of outstanding shares of Series A Preferred Stock shall be entitled to ~~cast~~ vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration (whether at a meeting of stockholders of the Corporation, by written action of stockholders in lieu of a meeting or otherwise), except as provided by law; provided, however, that, except as set forth in Section 6(c)(vi), the shares of Series A Preferred Stock shall not be entitled to vote with respect to the Magellan Merger, the Magellan Merger Agreement, or any matter directly relating to the Magellan Merger or the Magellan Merger Agreement. In any such vote, each share of Series A Preferred Stock shall be entitled to a number of votes equal to the number of ~~Voting Shares that~~ shares of Common Stock into which such ~~Member holds~~share is convertible pursuant to Section 5.2(b) (regardless of whether such Series A Preferred Stock is then-convertible) as of the record date for such vote or written consent or, ~~with~~ if there is no specified record date, as of the ~~power to vote, at the time~~ date of such vote ~~unless otherwise set forth in this Agreement~~or written consent. ~~Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking~~ Each holder of ~~any action by the Company which required a vote~~ outstanding shares of ~~the Members as set forth above~~ Series A Preferred Stock shall be ~~authorized by~~ entitled to notice of all stockholder meetings (or requests for written consent) in accordance with the ~~affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein~~Corporation’s bylaws. (c) ~~Notwithstanding the forgoing~~So long as any shares of Series A Preferred Stock remain outstanding, ~~any Class A Shares issued~~ in addition to any ~~Affiliate~~ other vote or consent of stockholders required by law or this Certificate of Incorporation, the ~~Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”),~~ Corporation shall not, ~~while such Shares are Beneficially Owned by any Affiliate~~ directly or indirectly, without the affirmative vote at a meeting (or the written consent with or without a meeting) of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence holders of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding least a majority of the ~~Voting Shares shall be required for the Company to undertake any~~ number of ~~the following actions, except as otherwise set forth herein~~shares of Series A Preferred Stock then outstanding: (i) ~~acquiring~~ authorize or approve the issuance of any ~~additional material assets~~shares of, or of any security convertible into, or convertible or exchangeable for shares of, Preferred Stock or shares of any other ~~than those incidental to the direct or indirect ownership, maintenance and promotion~~ capital stock of the ~~Artwork~~ Corporation, which shares rank prior to shares of Series A Preferred Stock in the payment of dividends or in the ~~eventual Sale~~ distribution of assets upon liquidation, dissolution or winding up of the ~~Artwork and other than~~ affairs of the ~~ownership~~ Corporation (or amend the terms of any ~~equity or membership interests of any subsidiary of the Company which owns or holds the Artwork~~existing shares to provide for such ranking); (ii) ~~conducting~~ authorize or approve the issuance of any ~~business activities~~shares of, or of any security convertible into, or convertible or exchangeable for shares of, Parity Stock (or amend the terms of any existing shares to provide for such ranking) except ~~for activities relating~~ such Parity Stock that is issued to ~~its direct~~ Persons other than Affiliates, directors, officers, employees or ~~indirect investment in the Artwork and the ownership, maintenance and promotion~~ consultants of the ~~Artwork or the eventual Sale of the Artwork; and~~Corporation; (iii) ~~incurring~~ amend, alter or repeal any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the ~~Artwork~~ provisions of this Certificate of Incorporation so as to affect adversely the powers, designations, preferences and rights of the Series A Preferred Stock or the ~~eventual Sale~~ holders thereof or amend, alter or repeal any of the ~~Artwork; (iv) amending, waiving or failing to comply with any material provision~~ provisions of this ~~Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder~~Article Fourth; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in for the ~~event that~~ avoidance of doubt, the ~~Delaware Act~~ amendment of this Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of, any Fully Junior Stock shall not be deemed to affect adversely the powers, designations, preferences and rights of the Series A Preferred Stock or the holders thereof; (iv) take any other ~~law requires~~ corporate action that ~~such Shares~~ adversely affects any of the rights, preferences or privileges of the Series A Preferred Stock; provided, however, that ~~are Beneficially Owned~~ for the avoidance of doubt this Section 6(c)(iv) shall not refer to any commercial or business decision made by the ~~Initial Member or any Affiliate~~ Corporation that may affect the value of the ~~Initial Member vote on any matter notwithstanding this Section 2.8(f)~~Series A Preferred Stock but does not change its rights, preferences or privileges (such ~~Shares shall be required to be, and shall be, voted in the same proportion~~ as the ~~Voting Shares that are Beneficially Owned~~ incurrence of debt) or the issuance of Parity Stock permitted by ~~Members holding Voting Shares~~ Section 6(c)(ii); (v) engage in any business, act or activity other than ~~the Initial Member~~ any business related in any manner to hydrocarbons or energy; or (vi) modify, amend or waive any ~~Affiliate~~ provision of the ~~Initial Member. (g) Any member~~ Magellan Merger Agreement that ~~beneficially owns 5% or more~~ alters the relative exchange ratio as between the shareholders of the ~~Class A shares (excluding shares beneficially owned by Masterworks) may provide~~ Corporation and the ~~Company with a Vote Limit Certificate in the form~~ shareholders of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited MemberMagellan.

Appears in 2 contracts

Samples: Guaranty and Support Agreement (Magellan Petroleum Corp /De/), Agreement and Plan of Merger (Magellan Petroleum Corp /De/)

Voting. (ai) Each ~~Voting Share~~ director to be elected by stockholders after the effective date of this Bylaw shall be ~~entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement,~~ elected by the ~~Voting Shares shall~~ vote ~~together as a single class on all matters submitted for approval of Members. Upon the issuance~~ of the ~~Class B Ordinary Shares in exchange~~ majority of the votes cast at any meeting for the ~~Prior Interests~~election of directors at which a quorum is present. For purposes of this Bylaw, a majority of votes cast (a “Majority Vote”) shall mean that the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes ~~equal to~~ cast “for” a director’s election exceeds the number of ~~Voting Shares~~ votes “withheld” from or cast “against” that ~~such Member holds~~director’s election. Votes cast shall exclude “abstentions” and any “broker non-votes” with respect to that director’s election. Notwithstanding the foregoing, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of all the votes cast at a meeting for the election of directors at which a quorum is present. For purposes of this Bylaw, a contested election shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with the ~~power~~ determination that an election is “contested” to ~~vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required~~ be made by the ~~Delaware Act,~~ Secretary within 30 days following the ~~taking of any action by the Company which required a vote~~ close of the ~~Members as set forth above shall be authorized by the affirmative vote~~ applicable notice of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as nomination period set forth in Section ~~2.4~~ 11, based on whether one or ~~otherwise held by any Affiliate~~ more notices of nomination meeting the ~~Administrator~~ requirements of Section 11 were timely filed in accordance with Section 11 (provided that the determination that an election is a “~~Masterworks Shares”),~~ contested election” shall ~~not, while such Shares are Beneficially Owned by any Affiliate of the Administrator,~~ be ~~entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant~~ determinative only as to the ~~Delaware Act~~timeliness of a notice of nomination and not otherwise as to its validity). If, ~~and~~ prior to the day preceding the day the Company first mails its notice of meeting in connection with such election of directors, one or more notices of nomination are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a contested election. (ii) In order for any incumbent director to become a nominee of the Board of Directors for further service on the Board of Directors, such person shall submit an irrevocable resignation, contingent on that person’s not receiving a Majority Vote in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who an election that is not ~~an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act~~a contested election. In the event an incumbent director fails to receive a Majority Vote in an election that is not a contested election, the ~~Delaware Act~~ resignation of such incumbent director shall be automatically effective without any further action by the Board or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork committee thereof and the ~~ownership~~Board of Directors may, ~~maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring~~ in its sole discretion, fill any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or resulting vacancy pursuant to the ~~Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate~~ provisions of ~~the Initial Member vote on any matter notwithstanding this~~ Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member12. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Shareholder Agreement (Deerfield Capital Corp.), Shareholder Agreement (Deerfield Capital Corp.)

Voting. (a) ~~Each~~ Until such time as a Restricted Group beneficially owns Outstanding Voting ~~Share shall be entitled to and shall constitute one~~ Securities representing less than the lower of (1) ~~vote. Except as otherwise set forth in this Agreement,~~ 10% of the Voting ~~Shares~~ Power of all Outstanding Voting Securities or (2) 50% of the Voting Power beneficially owned by such Restricted Group upon the consummation of the transactions pursuant to which the Prior Agreement was entered into, at each meeting of shareholders of the Company, each Restricted Group shall vote ~~together as a single class~~ the Voting Securities held by such Restricted Group (x) with respect to the election of directors, in favor of the BHA Director and the persons named in the ITC Slate and the Independent Slate, (y) on all ~~matters submitted for approval~~ proposals of ~~Members. Upon the issuance~~ any other shareholder of the ~~Class B Ordinary Shares~~ Company, in ~~exchange~~ accordance with the recommendation of the Board of Directors of the Company, and (z) on all other matters that shall come before the shareholders of the Company for ~~the Prior Interests~~a vote, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant in its discretion up to the ~~Delaware Act~~ Maximum Voting Percentage and, with respect to (A) any Voting Securities held in excess of the Maximum Voting Percentage and ~~shall be entitled~~ (B) any Voting Securities that are Finance Securities, in proportion to ~~and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute~~ how all other Voting ~~Shares and shall have no further voting rights except as specifically set forth herein, unless~~ Securities which are not held by such ~~right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~Restricted Group are voted. (b) ~~In determining any action or other matter to be undertaken by or on behalf~~ For purposes of this Section 3, until subsequently changed as provided herein, the ~~Company, each Member~~ ITC Slate shall be ~~entitled to cast~~ Kimbxxxxx X. Xxxxxxxx xx a ~~number~~ Class II director and Willxxx X. Xxxxx, XXI as a Class III director; the BHA Director shall be an individual designated by BHA, who may be any officer or director of ~~votes equal to the number of Voting Shares that~~ BHA or Omnicom or any other person designated by BHA if such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action person is approved by the Company ~~which required~~ (such approval no to be unreasonably withheld or delayed) as a ~~vote of~~ Class II director; and the ~~Members as set forth above~~ Independent Slate shall be ~~authorized by the affirmative vote of~~ Robexx X. Xxxxxxxxxx, Xx. xx a ~~majority of the Voting Shares~~Class I director and Burtxx X. Xxxxxxxxx, ~~subject to any approval of the Board as required herein.~~Xx. xx a Class I director; (c) ~~Notwithstanding~~ Each of ITC and BHA may change the ~~forgoing~~ITC Slate and the BHA Director, ~~any Class A Shares issued~~ respectively, by written notice to ~~any Affiliate~~ the Board of Directors of the ~~Administrator pursuant~~ Company not later than the end of any fiscal year of the Company immediately preceding the next annual meeting of shareholders at which such director to be replaced would otherwise stand for election. ITC may change any member of the Independent Slate by written notice to the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate~~ Board of Directors of the ~~Administrator (~~Company not later than the ~~“Masterworks Shares”), shall not, while such Shares are Beneficially Owned by~~ end of any ~~Affiliate~~ fiscal year of the ~~Administrator,~~ Company immediately preceding the next annual meeting of shareholders at which such director to be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereofreplaced would otherwise stand for election. (d) In ~~addition~~ the event of any termination, death, disability, removal or resignation of any director or in the event that either ITC elects to change a member of its slate or BHA elects to change the ~~other matters on which the Members holding Voting Shares have the right~~ BHA Director and, in either case, causes its designee to ~~vote~~ resign as ~~set forth herein~~a director (a "Former Director"), ~~the approval of Members holding a majority of the Voting Shares~~ such vacancy shall be ~~required for the Company to undertake any of the following actions, except~~ filled as ~~otherwise set forth herein~~follows: (i) ~~acquiring any additional material assets~~If the Former Director is a member of the ITC Slate or is the BHA Director, ~~other than those incidental~~ then ITC or BHA, as the case may be, shall nominate a person to replace the Former Director (a "Replacement Director") in writing to the ~~direct or indirect ownership, maintenance~~ Board of Directors; and ~~promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ (ii) ~~conducting any business activities, except for activities relating to its direct or indirect investment in~~ if the ~~Artwork and the ownership, maintenance and promotion~~ Former Director is a member of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.the

Appears in 2 contracts

Samples: Credit Agreement (Headhunter Net Inc), Shareholders' Agreement (Headhunter Net Inc)

Voting. ~~(a) Each Voting Share~~ The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11 of these By-Laws. Elections for directors and voting on any other matter at a shareholders' meeting need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins. Except as provided in the last paragraph of this Section 2.8, or as may be otherwise provided in the Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to ~~and shall constitute~~ one ~~(1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall~~ vote ~~together as~~ on each matter submitted to a ~~single class on all matters submitted for approval of Members. Upon the issuance~~ vote of the ~~Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right~~ shareholders. Any holder of shares entitled to vote on any matter on may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or may vote them against the proposal other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares which the ~~Members are~~ shareholder is entitled to vote. The affirmative vote ~~on hereunder~~ of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or on voting by classes is required by the Code or by the Articles of Incorporation. At a shareholders' meeting at which ~~the Members~~ directors are ~~required~~ to ~~vote pursuant to the Delaware Act and~~ be elected, a shareholder shall be entitled to ~~and shall constitute~~ cumulate votes either (i) by giving one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast candidate a number of votes equal to the number of ~~Voting Shares that such Member holds, with the power~~ directors to ~~vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required~~ be elected multiplied by the ~~Delaware Act~~number of votes to which that shareholder's shares are normally entitled or (ii) by distributing the shareholder's votes on the same principle among as many candidates as the shareholder thinks fit, if the ~~taking of any action by~~ candidate or candidates' names have been placed in nomination prior to the ~~Company which required a vote~~ voting and the shareholder has given notice prior to the voting of the ~~Members as set forth above shall be authorized by~~ shareholder's intention to cumulate the ~~affirmative vote of~~ shareholder's votes. If any one shareholder has given such a ~~majority of the Voting Shares~~notice, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be then every shareholder entitled to vote ~~on any matter on which~~ may cumulate votes for candidates in nomination. The candidates receiving the ~~Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total~~ highest number of ~~votes available or required hereunder or pursuant~~ affirmative votes, up to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of ~~Shares that may~~ directors to be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Memberelected, shall ~~not~~ be ~~entitled to vote of~~ elected; votes against any ~~such matter~~ candidate and votes withheld shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Memberhave no legal effect. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: By Laws (Eagle Aero Holdings CORP), By Laws (Eagle Aero Holdings CORP)

Voting. (a) ~~Each Voting Share shall~~ Subject to the termination of this Agreement in accordance with Section 4.01, [each][the] Subject Shareholder irrevocably and unconditionally agrees, during the period beginning on the date of this Agreement and ending immediately prior to the earlier of the Effective Time and the termination of this Agreement (the “Applicable Period”), at each meeting of the Shareholders (a “Meeting”) and at each adjournment or postponement thereof, to cause to be ~~entitled~~ present in person or represented by proxy and to ~~and shall constitute one (1) vote. Except as otherwise~~ vote or cause to be voted that number of Shares set forth ~~in this Agreement~~on the Subject Shareholder’s signature page hereto (collectively, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members “Subject Shares”) that are entitled to vote, in each case as follows: (i) in favor of any proposal for Shareholders to adopt the Merger Agreement; (ii) in favor of any proposal to adjourn a Meeting at which there is a proposal for Shareholders to adopt the Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient Shares present in person or represented by proxy at such Meeting to constitute a quorum; (iii) in favor of any proposal for which a vote ~~on hereunder~~ of Shareholders is required by applicable Law to facilitate the consummation of the transactions contemplated by this Agreement or ~~on which~~ the ~~Members are required to vote~~ Merger Agreement, including the Merger; (iv) against any proposal providing for an Acquisition Proposal or the adoption of an Alternative Acquisition Agreement; and (v) against any proposal for any amendment or modification of the Company LLC Agreement (other than pursuant to the ~~Delaware Act and shall~~ Merger Agreement) or other action, transaction or agreement that is intended to or would, or would reasonably be ~~entitled~~ expected to ~~and shall constitute one~~ (1A) ~~vote. Upon~~ result in any ~~issuance~~ of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled on a timely basis, (B) prevent, delay or impair consummation of the Merger or dilute, in any ~~Class A Ordinary Shares~~material respect, the ~~Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right~~ benefit of the Merger to ~~vote is specifically required and mandated by the Delaware Act~~ Parent or ~~as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~(C) facilitate an Acquisition Proposal or Alternative Acquisition Agreement. (b) ~~In determining any action or other matter~~ Any vote required to be ~~undertaken by or on behalf of the Company, each Member~~ cast pursuant to this Section 1.01 shall be ~~entitled~~ cast in accordance with all applicable procedures so as to ~~cast~~ ensure that it is duly counted for purposes of determining that a ~~number~~ quorum is present (if applicable) and for purposes of ~~votes equal to~~ recording the ~~number~~ results of ~~Voting Shares~~ that ~~such Member holds, with the power to~~ vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the ~~forgoing~~foregoing, ~~any Class A Shares issued~~ each of the Subject Shareholders shall remain free to vote with respect to any ~~Affiliate~~ matter not covered by this Section 1.01 in his or her sole discretion, but only to the extent that such Vote would not reasonably be expected to, in any manner compete with, interfere with, impede, frustrate, or nullify the Merger Agreement, the Merger or any of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted transactions contemplated by the ~~Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof~~Merger Agreement. (d) ~~In addition~~ [Each][The] Subject Shareholder hereby agrees not to ~~the other matters on which the Members holding Voting Shares have the right~~ enter into any commitment, agreement, understanding or similar arrangement with any Person to vote ~~as set forth herein,~~ or give voting instructions in any manner inconsistent with the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision terms of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the OfferingSection 1.01. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Merger Agreement (JMP Group LLC), Merger Agreement (JMP Group LLC)

Voting. ~~(a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in~~ During the term of this Agreement, the ~~Voting Shares shall vote together~~ Shareholder, as a ~~single class on~~ holder of shares of Voting Securities, agrees that: (a) The Shareholder shall, and shall cause each Shareholder Affiliate to, be present, in person or by proxy, at all ~~matters submitted for approval~~ meetings of ~~Members. Upon the issuance~~ shareholders of the ~~Class B Ordinary Shares in exchange~~ Company so that all Voting Securities having voting rights which are Beneficially Owned by the Shareholder and the Shareholder Affiliates may be counted for the ~~Prior Interests,~~ purpose of determining the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance presence of ~~any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless~~ a quorum at such ~~right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~meetings. (b) ~~In determining~~ With respect to the election of Directors, the Shareholder shall, and shall cause each Shareholder Affiliate to, vote all Voting Securities Beneficially Owned by the Shareholder and any ~~action or other matter to be undertaken by or on behalf~~ Shareholder Affiliate in favor of the ~~Company, each Member shall be entitled to cast a number~~ election of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required all candidates for Director nominated by the ~~Delaware Act,~~ Company's Board (including the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required hereinShareholder Nominees). (c) ~~Notwithstanding the forgoing, any Class A Shares issued~~ With respect to ~~any Affiliate~~ all other matters submitted to a vote of the ~~Administrator pursuant~~ Company's shareholders, prior to the ~~Management Services~~ occurrence of a Regulatory Change, but not thereafter, and during the term of this Agreement, ~~as set forth in Section 2.4 or otherwise held by~~ the Shareholder and any ~~Affiliate~~ member of the ~~Administrator (~~Shareholder Group may vote any or all of the ~~“Masterworks Shares”), shall not, while such Shares are~~ Voting Securities Beneficially Owned by ~~any Affiliate~~ them, in their sole discretion. Following the occurrence of a Regulatory Change and during the term of this Agreement, (i) the Shareholder and each member of the ~~Administrator~~Shareholder Group may vote in their sole discretion a number of Voting Securities Beneficially Owned by the Shareholder Group having voting rights with respect to such other matters representing in the aggregate a Voting Ownership Percentage not in excess of the Unrestricted Ownership Percentage, ~~be entitled to vote on any matter on which~~ and (ii) the ~~Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act~~Shareholder shall, and shall ~~not be considered in determining~~ cause each member of the ~~existence of a quorum or~~ Shareholder Group to, vote all Voting Securities Beneficially Owned by the Shareholder Group having voting rights with respect to such other matters representing in the ~~total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate~~ aggregate a Voting Ownership Percentage in excess of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted Unrestricted Ownership Percentage in the same proportion (based on total Votes) as ~~the~~ all Voting ~~Shares that are not Masterworks Shares~~ Securities voted on any such other matter are voted by the ~~Class A Members~~shareholders of the Company other than the Shareholder or any member of the Shareholder Group, provided, however, that the Shareholder and any member of the Shareholder Group may vote any or all of the Voting Securities Beneficially Owned by them in their sole discretion with respect to a vote of the Company's shareholders on any transaction or series of transactions which would, if consummated, constitute a Change in Control of the Company. ~~Any Masterworks Shares~~ Notwithstanding the foregoing, at all times prior to or following the occurrence of a Regulatory Change, the Shareholder shall, and shall ~~bear a customary “restricted” legend~~cause each member of the Shareholder Group to, ~~which may be a virtual legend, evidencing~~ vote all Excess Buy-Back Securities having voting rights with respect to any matter (including the ~~restricted nature thereof~~election of Directors) in the same proportion (based on total Votes) as all Voting Securities voted on such matter are voted by the shareholders of the Company other than the Shareholder or any member of the Shareholder Group. (d) ~~In addition~~ At all times the Shareholder Group may exercise in its sole discretion such voting rights as the Convertible Preferred Stock may have from time to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the ~~Delaware Act~~Charter and with respect to an amendment to the Charter which would have the effect of modifying the voting powers, ~~provided~~designations, ~~however~~preferences, ~~that~~rights and qualifications, ~~in the event that the Delaware Act~~ limitations or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate restrictions of such ~~Vote Limited Member~~class or series so as to affect the holders thereof adversely.

Appears in 2 contracts

Samples: Shareholder Agreement (Western Resources Inc /Ks), Shareholder Agreement (Oneok Inc)

Voting. ~~(a)~~ Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and Shareholder shall have ~~no further voting rights except as specifically set forth herein, unless such right to~~ one vote ~~is specifically required~~ for each share (and ~~mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b~~a fractional vote for each fractional share) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by ~~any Affiliate of~~ such Shareholder on the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as record date set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section ~~2.8(d),~~ 5 of this Article 2 on each matter submitted to a vote at a meeting of Shareholders. Shares held in the treasury shall not confer any ~~Shares that are Beneficially Owned by~~ voting rights on the ~~Initial Member or any Affiliate of the Initial Member,~~ Trustees and shall not be entitled to ~~vote~~ any dividends or other distributions declared with respect to the Shares. For purposes of ~~any such matter~~ this section and Section 6 of this Article 2, net asset value shall ~~not~~ be ~~considered in determining the total number of votes available or required hereunder or~~ determined pursuant to Section 1 Article 12 of these By-Laws as of the ~~Delaware Act~~record date for such meeting set pursuant to Section 5 of this Article 2. There shall be no cumulative voting in the election of Trustees. Votes may be made in person or by proxy. Shareholders may vote by voice vote or by ballot, provided, however, ~~that~~that any election for Trustees must be by ballot if demanded by any Shareholder before the voting has begun. On any matter other than election of Trustees, any Shareholder may cast part of the votes that such Shareholder is entitled to cast in favor of the proposal and refrain from casting and/or cast the remaining part of such votes against the proposal, but if such Shareholder fails to specify the number of votes that such Shareholder is casting in favor of the proposal, it will be conclusively presumed that such Shareholder is casting all of the votes that such Shareholder is entitled to cast in favor of such proposal. At all meetings of the Shareholders, a quorum being present, all matters, except for the election of Trustees, which is governed by Section 3 of Article 3, shall be decided by majority of the votes entitled to be cast held by Shareholders present in person or by proxy, unless the question is one for which by express provision of the laws of the State of Delaware, the 1940 Act, or the Declaration of Trust, a different vote is required, in which case such express provision shall control the ~~event that~~ decision of such question. At all meetings of Shareholders, unless the ~~Delaware Act~~ voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting. Notwithstanding any other ~~law requires that such~~ provision of these By-Laws or the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Outstanding Shares ~~that are Beneficially Owned~~ of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the ~~Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f)~~1940 Act, ~~such~~ Shares shall be ~~required to be, and shall be,~~ voted in by individual Series; (ii) when the ~~same proportion as~~ matter involves any action that the ~~Voting Shares that are Beneficially Owned by Members holding Voting Shares other than~~ Trustees have determined will affect only the ~~Initial Member or any Affiliate~~ interests of ~~the Initial Member. (g) Any member that beneficially owns 5%~~ one or more Series, then only the Shareholders of ~~the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in~~ such ~~notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member~~ Series shall be ~~subject~~ entitled to ~~a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the ~~Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate~~ Shareholders of such ~~Vote Limited Member~~Class or Classes shall be entitled to vote thereon.

Appears in 2 contracts

Samples: By Laws (Catholic Responsible Investments Funds), By Laws (Frost Family of Funds)

Voting. The Trustee shall hold any and all Common Shares and any other voting securities of the Depositor (athe "voting securities") ~~Each Voting Share shall be~~ included in the Trust Estate under the terms and conditions of this Agreement. The Trustee shall, on behalf of the Trust, have full power and authority, and is hereby fully and exclusively empowered, authorized and obligated: (i) to vote in person or by proxy all such voting securities at all meetings of the stockholders of the Depositor, or (ii) to give written consents in lieu of voting such shares at a meeting of the stockholders of the Depositor, in either case in respect of any and all matters on which such shares are entitled to ~~and shall constitute one (1) vote. Except as otherwise set forth in this Agreement~~vote under the certificate of incorporation of the Company or applicable law, including, but not limited to, the ~~Voting Shares~~ election of directors, any merger or consolidation, the sale of all or substantially all of the Depositor’s assets, a dissolution of the Depositor and any amendments to the Depositor’s certificate of incorporation. The Trustee shall have no authority or obligation to exercise discretion in respect of the vote to be cast, but instead shall vote ~~together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares~~ (in ~~exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote~~ person or by proxy or by written consent) such voting securities on any matter on which ~~the Members~~ such shares are so entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as all voting securities of the ~~Voting Shares that are not Masterworks Shares~~ Depositor (other than the voting securities included in the Trust Estate) are voted by on such matter. The Trustee’s power and obligation to vote such voting securities held under this Agreement and to give written consents in respect thereof pursuant to this Agreement shall be irrevocable for the ~~Class A Members~~term of this Agreement. ~~Any Masterworks Shares~~ The Trustee (i) shall ~~bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares~~ have the right to ~~vote as set forth herein, the approval~~ waive notice of ~~Members holding a majority~~ any meeting of stockholders of the ~~Voting Shares shall be required for the Company to undertake any~~ Depositor in respect of ~~the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance~~ such shares and ~~promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ (ii) ~~conducting~~ may exercise any ~~business activities, except for activities relating to its direct~~ power or ~~indirect investment in the Artwork~~ perform any act hereunder by an agent or attorney duly authorized and ~~the ownership, maintenance and promotion~~ appointed by him. In furtherance of the ~~Artwork or~~ foregoing, the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork Trustee shall execute and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for deliver an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate irrevocable proxy in the form of attached hereto as Exhibit ~~B that from~~ D, granting the ~~effective date set forth in such notice (~~proxy or ~~if no such effective date is indicated,~~ proxies named therein to cause the ~~date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess~~ voting securities of the ~~Vote Limit shall not constitute Voting Shares for any purposes of~~ Trust to be voted in accordance with this ~~Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~Section 6.1.2.

Appears in 2 contracts

Samples: Rights Agreement (Ballantyne Strong, Inc.), Rights Agreement (Euronet Worldwide Inc)

Voting. (a) Each Voting Share shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein~~. The Class A Preferred Shares do not constitute Voting Shares~~. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A ~~Shares~~ ordinary shares issued to any Affiliate of the Administrator pursuant to the ~~Management~~ Administrative Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~ Painting and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the ~~Artwork~~Painting; (ii) conducting any business activities, except for activities relating to ~~its~~ the direct or indirect ~~investment in the Artwork and the~~ ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect ~~investment in the Artwork and the~~ ownership, maintenance and promotion of the ~~Artwork~~ Painting or the eventual Sale of the ~~Artwork~~Painting; (iv) amending, waiving or failing to comply with any material provision of this Agreement or the Administrative Services Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (v) amending the Administrative Services Agreement. (e) ~~The Company will own~~ If the ~~Artwork~~ Board of Managers determines in its sole discretion that a Liquidity Option (as defined below) for ~~an indefinite period and may sell~~ the ~~Artwork at any time following~~ Class A ordinary shares does not exist on the ~~final~~ seven-year anniversary of the closing of the Offering. , the Company will use commercially reasonable efforts to sell the Painting as soon as reasonably practicable, but not later than the ten-year anniversary of the Closing of the Offering. A “Liquidity Option” shall refer to a means by which U.S. holders of Class A ordinary shares can monetize their investment in the Class A ordinary shares: (fa) ~~In any vote~~ through an alternative trading system, or ATS, as defined in SEC Regulation ATS, a bulletin board connecting potential buyers with potential sellers in compliance with SEC guidelines, brokerage transactions or other means reasonably expected to provide Class A shareholders with an ability to sell their Class A ordinary shares on a continuous or episodic basis; (b) pursuant to a repurchase offer or tender offer, effected in compliance with applicable securities laws; or (c) pursuant to a best efforts secondary offering qualified by the SEC pursuant to Regulation A or similar rules in effect at such time, which secondary offering shall be filed with the SEC not later than three months following such seven-year anniversary. The obligation to effect a sale of the Painting in the absence of a Liquidity Option can only be waived by the holders of a majority of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial MemberShares. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Masterworks 002, LLC), Limited Liability Company Operating Agreement (Masterworks 002, LLC)

Voting. (a) ~~Each Voting Share~~ All matters submitted to the Shareholders at a meeting of Shareholders for approval shall be ~~entitled~~ determined by Shareholder Approval, at a meeting at which a quorum is present, unless a greater percentage is required with respect to ~~and~~ such matter under any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Shareholders holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall ~~constitute one~~ be required. Such votes may be cast in person or by proxy as provided in Section 11.6. The Board of Directors, or the Chairman of the Board or other Officer of the Company presiding at a meeting of Shareholders, in such Officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot. (1b) In the case of a tie, the chairman of the meeting shall be entitled, but not required, to cast the deciding vote. . (c) Except as otherwise ~~set forth~~ expressly required by Law or provided in this Agreement, and subject to any voting rights provided in any Share Designation, the ~~Voting~~ holders of any Outstanding Class A Common Shares and the holders of any Outstanding Class B Common Shares shall vote together as a single class on all matters ~~submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right~~ with respect to ~~vote on any matter on~~ which ~~the Members~~ Shareholders are entitled to vote ~~on hereunder~~ under applicable Law, this Agreement or on upon which ~~the Members are required to~~ a vote ~~pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance~~ of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote Shareholders is ~~specifically required and mandated~~ otherwise duly called for by the ~~Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~Company. (bd) ~~In determining any action~~ At each annual or ~~other matter to be undertaken by or~~ special meeting of Shareholders, (i) each Record Holder of Class A Common Shares on ~~behalf of~~ the ~~Company, each Member~~ relevant Record Date shall be entitled to cast a one (1) vote in person or by proxy for each Class A Common Share standing in such holder’s name on the register of the Company and (ii) each Record Holder of Class B Common Shares on the relevant Record Date shall be entitled to cast ten (10) votes in person or by proxy for each Class B Common Share standing in such holder’s name on the register of the Company. Each Record Holder of any other class or series of Shares shall be entitled to cast that number of ~~votes equal~~ votes, if any, in person or by proxy with respect to ~~the number of Voting~~ such Shares ~~that such Member holds, with the power to vote, at the time of such vote unless otherwise~~ as may be set forth in ~~this Agreement. Unless otherwise set forth~~ the Share Designation authorizing the creation and issuance of such Shares. (e) Notwithstanding anything else contained in this Agreement, ~~or otherwise required by the Delaware Act, the taking of any action by the Company which required~~ no Shareholder shall have a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled right to vote on ~~any matter on which the Class A Members are entitled~~ or ~~required to vote hereunder~~ approve a conversion, merger or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted conveyance approved by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval Board of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members Directors pursuant to Section ~~2.8(d~~10.2(b), ~~any Shares that are Beneficially Owned by~~ unless the ~~Initial Member or any Affiliate~~ Board of Directors elects to submit the ~~Initial Member, shall not be entitled to vote of any such~~ matter ~~and shall not be considered in determining the total number of votes available or required hereunder or pursuant~~ to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial MemberShareholders for their approval. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Indemnity Group, LLC)

Voting. (a) ~~Each Voting Share~~ Whenever the Administrative Agent, pursuant to any provision of this Credit Agreement or any other Financing Document, is requested or required to or may act at the direction or with the approval or consent of the Requisite Financing Parties, an affirmative vote of the Requisite Financing Parties shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to give such direction, approval or consent, which vote ~~pursuant~~ shall be taken in accordance herewith. The Administrative Agent may at any time solicit direction from the Requisite Financing Parties as to any action that it may be requested or required to take, or which it may propose to take, in the ~~Delaware Act~~ performance of its obligations under this Credit Agreement and the other Financing Documents, and shall be ~~entitled~~ fully justified in failing or refusing to ~~and shall constitute one (1) vote. Upon~~ act whether under this Credit Agreement or any ~~issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and~~ other Financing Document until it shall have ~~no further voting rights except as specifically set forth herein, unless~~ received such ~~right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares~~direction. (b) ~~In determining~~ Notwithstanding the foregoing, no waiver, amendment, supplement or modification to this Credit Agreement or any ~~action~~ other Financing Document shall (i) increase the Commitment of any Financing Party (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in any Commitment, shall not constitute an increase of any Commitment of any Financing Party), without the prior written consent of such Financing Party, (ii) postpone or delay the scheduled Maturity Date of any Loan, without the prior written consent of each affected Financing Party, or postpone or delay any date fixed by this Credit Agreement or any other Financing Document for any payment of principal, interest or Fees due to any Financing Party hereunder or under any other Financing Document, without the prior written consent of such Financing Party, (iii) reduce the principal of, or the rate of interest specified in any Financing Document on, any Loan of any Financing Party, without the prior written consent of such Financing Party, (iv) direct the Administrative Agent to direct or permit any other Agent to release all or substantially all of the Collateral except as shall be otherwise provided in any Security Document or other ~~matter to be undertaken by~~ Financing Document or ~~on behalf of the Company, each Member shall be entitled to cast a number of votes equal~~ consent to the ~~number~~ assignment or transfer by the Borrower of ~~Voting Shares that such Member holds~~any of its respective obligations under this Credit Agreement or any other Financing Document, without the prior written consent of each Financing Party, (v) amend, modify or waive any provision of this Section 10.11 or Sections 11.1 or 11.2, without the prior written consent of each Financing Party, (vi) reduce the percentage specified in or otherwise amend the definition of Requisite Financing Parties, without the prior written consent of each Financing Party (it being understood that, with the ~~power~~ consent of the Requisite Financing Parties (determined before giving effect to ~~vote~~the additional extensions of credit), ~~at the time~~ extensions of ~~such vote unless otherwise~~ credit pursuant to this Credit Agreement in addition to those set forth in or contemplated by this ~~Agreement. Unless otherwise~~ Credit Agreement on the Closing Date may be included for the purposes of the definition of the term “Requisite Financing Parties” on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date) or (vii) amend, modify or waive any provision of Section 3.22 or direct the Administrative Agent to vote in favor of the amendment, modification or waiver of Sections 7.1, 7.7 or 7.8 of the Collateral Agreement or the definitions of Secured Debt or Secured Obligations set forth ~~in this Agreement~~therein, ~~or otherwise required by~~ without the ~~Delaware Act, the taking~~ prior written consent of any action by the Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. each Financing Party. NEWYORK 8115155 (2K) 91 [(c) ~~Notwithstanding the forgoing, any Class A Shares issued to~~ If any Affiliate of the ~~Administrator pursuant to~~ Borrower Parties is a Financing Party, then the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise~~ amount of Loans and Commitments held by ~~any~~ such Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares Borrower Parties shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required disregarded for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of ~~this Agreement~~ calculating the aggregate Loans and Commitments underlying the definitions of Majority Lenders, Requisite Financing Parties, Requisite Revolver Lenders, Requisite TALC Participating Banks, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Requisite Term Lenders and for ~~so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~all other voting provisions hereunder.

Appears in 1 contract

Samples: Credit Agreement (NRG Yield, Inc.)

Voting. ~~(a) Each Voting Share~~ The Common Members, and only Common Members, shall be entitled to and shall constitute one (1) vote. Except as otherwise set forth in this Agreement, the Voting Shares shall vote together as a single class on all matters submitted for approval of Members. Upon the issuance of the Class B Ordinary Shares in exchange for the Prior Interests, the Class B Ordinary Shares shall constitute Voting Shares and have the exclusive right to vote in the election/removal of the Manager and except with respect to Extraordinary Matters, on ~~any matter on~~ all other matters without exception which in accordance with the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary SharesAct, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act Certificate of Formation or as ~~set forth herein~~specified in this Agreement requires Member action, a vote, consent or approval. ~~The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf of the Company, each~~ Each Common Member shall be entitled to ~~cast a number~~ one (1) vote for each Voting Unit, owned beneficially and of ~~votes equal to~~ record, as reflected on the ~~number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless~~ Company Register. Except as otherwise ~~set forth~~ specified in this ~~Agreement. Unless otherwise set forth in this Agreement, or otherwise required by~~ Agreement the ~~Delaware Act, the taking of any action by the Company which required a~~ vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Common Members holding a majority of the ~~Voting Shares~~ Common Units, except with respect to Extraordinary Matters, shall be ~~required for~~ sufficient to authorize any action requiring the ~~Company to undertake any~~ approval of Members in accordance with the ~~following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental~~ Act or this Agreement. Notwithstanding anything to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment contrary contained in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including ~~amending~~ this Section 4.3(a), the holders of Series A Preferred Units shall be entitled to vote, consent or otherwise approve any proposed (i) change in the tax status for federal income tax purposes, or (ii) amendment to this Agreement that reasonably would be expected to ~~increase~~ have a material and adverse effect on the rights of holders of Series A Units under this Agreement (either herein referred to as an “Extraordinary Matter”); provided, however,that for purposes of voting, consenting to, or approving any Extraordinary Matter all Series A Preferred Units held by Series A Members shall be aggregated with Units held by Common Members as a single class, and Members holding a majority of all of the Units shall be sufficient to authorize any Extraordinary Matter. For clarity, (1) authorizing, creating, or issuing, or increasing the number of ~~Shares that may be~~ authorized or issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d)shares of, any ~~Shares~~ class or series of membership interests that ~~are Beneficially Owned by~~ would rank senior to Series A Preferred Units with respect to distribution rights and rights upon the ~~Initial Member~~ Company’s liquidation, winding up, or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice dissolution (or ~~if no such effective date is indicated~~“Senior Interest”); (2) reclassifying any membership interest into a Senior Interest; or (3) creating, authorizing, or issuing any obligation or security convertible into, or evidencing the ~~date such notice is received by the Company) such Member shall be subject~~ right to purchase, a ~~Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not~~ Senior Interest would constitute ~~Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member~~an Extraordinary Matter.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Red Oak Capital Fund VI, LLC)

Voting. (a) ~~Each~~ At all times, 100% of all Voting ~~Share~~ Rights shall ------ be ~~entitled~~ allocated among all Certificateholders in proportion to ~~and shall constitute one (1) vote. Except as otherwise set forth~~ the then outstanding principal balances of their respective Certificates; provided that any exercise -------- of Voting Rights that would adversely affect in ~~this Agreement~~any material respect the Retained Interest, the ~~Voting Shares~~ Call Right or the Optional Exchange Right shall ~~vote together as a single class on all matters submitted for approval of Members. Upon~~ require the ~~issuance~~ consent of the ~~Class B Ordinary Shares in exchange for~~ holder thereof. The Trustee shall provide notice of any opportunity to exercise Voting Rights to the ~~Prior Interests~~holders of each of the Retained Interest, the ~~Class B Ordinary Shares shall constitute Voting Shares~~ Call Right and ~~have~~ the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesOptional Exchange Right. (b) ~~In determining~~ The Required Percentage-Amendment of Voting Rights of those Certificates that are materially adversely affected by any ~~action~~ modification or ~~other matter to be undertaken by or on behalf~~ amendment of the ~~Company, each Member~~ Trust Agreement necessary to consent to such modification or amendment shall be ~~entitled to cast a number of votes equal to~~ 66 2/3%, if each Rating Agency shall have notified the ~~number of Voting Shares~~ Depositor and the Trustee in writing that such ~~Member holds, with the power to vote, at the time of such vote unless otherwise set forth~~ modification or amendment will not result in ~~this Agreement. Unless otherwise set forth in this Agreement,~~ a reduction or ~~otherwise required by the Delaware Act, the taking of any action by the Company which required a vote~~ withdrawal of the ~~Members as set forth above shall be authorized by the affirmative vote of a majority~~ then current rating of the ~~Voting Shares~~Certificates, ~~subject to any approval of the Board as required herein~~and otherwise 100%. (c) ~~Notwithstanding~~ In addition to the ~~forgoing~~other restrictions on modification and amendment contained in the Standard Terms, the Trustee shall not agree to or enter into any ~~Class A Shares issued to any Affiliate~~ amendment or modification of the ~~Administrator pursuant to~~ Trust Agreement which would adversely affect in any material respect (i) the ~~Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate~~ Retained Interest without the consent of the ~~Administrator~~ holder thereof, (ii) the ~~“Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate~~ Call Right without the consent of the ~~Administrator, be entitled to vote on any matter on which~~ holder thereof or (iii) the ~~Class A Members are entitled or required to vote hereunder or pursuant to~~ Optional Exchange Right without the ~~Delaware Act,~~ consent of all the Certificateholders and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the ~~Administrator,~~ holders of the ~~Masterworks Shares shall thereafter have all voting rights~~ Retained Interest and the Call Right; provided that ~~any other Voting Shares held by any Class A Member have hereunder~~ no such amendment or ~~pursuant to~~ modification will be permitted which -------- would alter the ~~Delaware Act. In~~ status of the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion Trust as ~~the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear~~ a ~~customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof~~grantor trust for Federal Income tax purposes. (d) In addition to the other ~~matters~~ restrictions on ~~which~~ modification and amendment contained in the ~~Members holding Voting Shares have the right to vote as set forth herein~~Standard Terms, the ~~approval of Members holding a majority~~ Trustee shall not agree to or enter into any amendment or modification of the ~~Voting Shares shall be required for~~ Retained Interest, the ~~Company to undertake any~~ Call Right or the Optional Exchange Right without the consent of the ~~following actions, except as otherwise set forth herein:~~ holder thereof or which would adversely affect in any material respect the interests of the Certificateholders without the consent of Certificateholders representing 66 2/3% of the aggregate Voting Rights of those Certificates that are materially adversely affected by such modification or amendment and without confirmation by each Rating Agency that such amendment will not result in a downgrading or withdrawal of its rating of the Certificates; provided that (i) ~~acquiring any additional material assets, other than those incidental to~~ no such -------- amendment or modification will be permitted which would alter the ~~direct or indirect ownership, maintenance and promotion~~ status of the ~~Artwork or the eventual Sale of the Artwork~~ Trust as a grantor trust for Federal Income tax purposes and ~~other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork;~~ (ii) ~~conducting~~ any ~~business activities, except for activities relating to its direct~~ amendment or ~~indirect investment in the Artwork and the ownership, maintenance and promotion~~ modification of the ~~Artwork~~ Trust Agreement or the ~~eventual Sale~~ Call Right which would alter the timing or amount of any payment of the ~~Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by~~ Call Price shall require the ~~Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion~~ consent of Certificateholders representing 100% of the ~~Artwork or the eventual Sale~~ aggregate Voting Rights of the ~~Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and~~Certificates. (e) ~~The Company will own the Artwork for~~ Any determination that an ~~indefinite period and may sell the Artwork at any time following the final closing~~ exercise of Voting Rights, or a modification or amendment of the ~~Offering. (f) In~~ Trust Agreement, would adversely affect in any ~~vote of~~ material respect the ~~Voting Members pursuant to Section 2.8(d)~~Retained Interest, ~~any Shares that are Beneficially Owned~~ the Call Right or the Optional Exchange Right made by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares holder thereof shall be ~~required to be,~~ conclusive and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares binding for ~~any~~ all purposes ~~of this Agreement for~~ so long as such ~~shares are beneficially owned by such Vote Limited Member or~~ determination is made in good faith and on any ~~affiliate of such Vote Limited Member~~commercially reasonable basis.

Appears in 1 contract

Samples: Series Supplement (Elmwood Funding LTD)

Voting. For so long as the CBOT Subsidiary Voting Trust holds the Class B Share, the Trustee hereby agrees to vote the Class B Share, for and on behalf of the Subsidiary Voting Trust, in accordance with this Section 6: (a) ~~Each Voting Share shall~~ In the case of any annual or special meeting of stockholders of CBOT Holdings called for the purpose of electing directors to serve on the board of directors of CBOT Holdings (or any similar action proposed to be ~~entitled to and shall constitute one (1) vote. Except as otherwise set forth~~ taken by written consent in ~~this Agreement~~lieu of a stockholder meeting), the ~~Voting Shares~~ Trustee shall exercise its power to vote (or execute and deliver written consents in respect of) the Class B Share only for the election of any person or persons who the Secretary of the CBOT Subsidiary has certified as having been elected to serve (and are serving) on the board of directors of the CBOT Subsidiary by the Series B-1 Members and the Series B-2 Members, voting together as a single class ~~on all matters submitted for approval of Members. Upon~~ in accordance with the ~~issuance~~ terms of the ~~Class B Ordinary Shares in exchange for~~ Amended and Restated Certificate of Incorporation of the ~~Prior Interests~~CBOT Subsidiary (the “CBOT Subsidiary Charter”), including, without limitation, the Class B Ordinary Shares shall constitute Voting Shares and have the right to vote on any matter on which the Members are entitled to vote on hereunder or on which the Members are required to vote pursuant to the Delaware Act and number of votes per membership set forth therein. The Trustee shall be entitled to ~~and~~ rely on any election results that have been certified to the Trustee by the Secretary of the CBOT Subsidiary in order to determine the manner in which the Trustee shall ~~constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares,~~ exercise its power to vote the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further voting rights except as specifically set forth herein, unless such right to vote is specifically required and mandated by the Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting SharesShare under this Section 6(a). (b) In ~~determining any action or other matter to be undertaken by or on behalf of~~ the Company, each Member shall be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required by the Delaware Act, the taking case of any ~~action by~~ annual or special meeting of stockholders of CBOT Holdings called for the ~~Company which required a vote~~ purpose of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote acting on any matter on which the Class ~~A Members are~~ B Share is entitled ~~or required~~ to vote ~~hereunder~~ other than the election of directors of CBOT Holdings as set forth in Section 6(a) above (or ~~pursuant~~ any similar action proposed to ~~the Delaware Act, and shall not~~ be ~~considered~~ taken by written consent in ~~determining the existence~~ lieu of a ~~quorum~~ stockholder meeting), the Trustee shall exercise its power to vote (or execute and deliver written consents in respect of) the ~~total~~ Class B Share on such matter only in such manner as the Secretary of the CBOT Subsidiary has certified as being the direction of the Series B-1 Members and the Series B-2 Members, voting together as a single class in accordance with the CBOT Subsidiary Charter, including, without limitation, the number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as per membership set forth ~~herein, the approval of Members holding a majority of the Voting Shares~~ therein. The Trustee shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to ~~vote of~~ rely on any ~~such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event~~ written direction that the ~~Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate~~ Secretary of the ~~Initial Member~~ CBOT Subsidiary has certified as representing the direction of the Series B-1 Members and the Series B-2 Members in order to determine the manner in which the Trustee shall exercise its power to vote ~~on any matter notwithstanding~~ the Class B Share under this Section ~~2.8(f~~6(b), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 1 contract

Samples: Subsidiary Voting Trust Agreement (Cbot Holdings Inc)

Voting. (a) ~~Each~~ If and whenever six (6) quarterly dividends (whether or not consecutive) payable on the Series K Preferred Shares or any series or class of Parity Shares shall be in arrears (which shall, with respect to any such quarterly dividend, mean that any such dividend has not been paid in full), whether or not declared, the number of Trustees then constituting the Board of Trustees shall be increased by two (if not already increased by reason of similar types of provisions with respect to Parity Shares of any other class or series which is entitled to similar voting rights (the “Voting ~~Share~~ Parity Shares”); without limiting the foregoing, the Series G Preferred Shares, Series H Preferred Shares and Series J Preferred Shares shall be deemed to be entitled to voting rights similar to the Series K Preferred Shares) and the holders of Series K Preferred Shares, together with the holders of all other Voting Parity Shares then entitled to exercise similar voting rights, voting as a single class regardless of series or class, shall be entitled to elect the two additional Trustees to serve on the Board of Trustees at any annual meeting of shareholders or at a special meeting of the holders of the Series K Preferred Shares and the Voting Parity Shares called as hereinafter provided. At any time when such right to elect Trustees separately shall ~~constitute~~ have been so vested in the holders of Series K Preferred Shares and the Voting Parity Shares, if applicable, the Secretary of the Trust may, and upon the written request of the holders of record of not less than 20% of the total number of Series K Preferred Shares and Voting Parity Shares (addressed to the Secretary at the principal office of the Trust) shall, call a special meeting of the holders of the Series K Preferred Shares and of the Voting Parity Shares for the election of the two Trustees to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Trust for a special meeting of the shareholders or as required by law. Such special meeting shall be held, in the case of such written request, within 90 days after the delivery of such request, provided that the Trust shall not be required to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual meeting of shareholders and the holders of the Series K Preferred Shares and Voting Parity Share are offered the opportunity to elect such Trustees at such annual meeting. The Trustees elected at any such special meeting shall hold office until the next annual meeting of the shareholders or special meeting held in lieu thereof if such office shall not have previously terminated as provided herein. If any vacancy shall occur among the Trustees elected by the holders of the Series K Preferred Shares and the Voting Parity Shares by reason of death, resignation or disability, a successor shall be elected by the Board of Trustees, upon the nomination of the then-remaining Trustee elected by the holders of the Series K Preferred Shares and the Voting Parity Shares or the successor of such remaining Trustee, to serve until the next annual meeting of the shareholders or special meeting held in place thereof if such office shall not have previously terminated as provided above. Whenever all arrears in dividends on the Series K Preferred Shares and the Voting Parity Shares then outstanding shall have been paid and dividends thereon for the current Dividend Period shall have been declared and paid, or declared and set apart for payment, then the right of the holders of the Series K Preferred Shares and the Voting Parity Shares to elect such additional two Trustees shall cease (but subject always to the same provision for the vesting of such voting rights in the case of any similar future arrearages), and the terms of office of all persons elected as Trustees by the holders of the Series K Preferred Shares and the Voting Parity Shares shall forthwith terminate and the number of Trustees constituting the Board of Trustees shall be reduced accordingly. (b) So long as any Series K Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required by law or by the Declaration of Trust of the Trust, the affirmative vote or consent of at least sixty-six and two-thirds percent (66-2/3%) of the votes entitled to be cast by the holders of the outstanding Series K Preferred Shares voting as a single class with the holders of all other classes or series of Voting Parity Shares entitled to vote on such matters, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating: (i) Any amendment, alteration or repeal of any of the provisions of, or the addition of any provision to, these Articles Supplementary, the Declaration of Trust or the By-Laws of the Trust that materially adversely affects the voting powers, rights or preferences of the holders of the Series K Preferred Shares; provided, however, that the amendment of or supplement to the provisions of the Declaration of Trust to authorize, create, increase or decrease the authorized amount of, or to issue Junior Shares, Series K Preferred Shares or any class of Parity Shares shall not be deemed to materially adversely affect the voting powers, rights or preferences of the holders of Series K Preferred Shares; or (ii) The authorization, creation of, increase in the authorized amount of, or issuance of shares of any class or series of Senior Shares or any security convertible or exchangeable into shares of any class or series of Senior Shares (whether or not such class or series of Senior Shares is currently authorized); provided, however, that no such vote of the holders of Series K Preferred Shares shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such Senior Shares or convertible or exchangeable security is to be made, as the case may be, provision is made for the redemption of all outstanding Series K Preferred Shares to the extent such redemption is authorized by Section 5 of this Article. For purposes of the foregoing provisions and all other voting rights under these Articles Supplementary, each Series K Preferred Share shall have one (1) ~~vote. Except as otherwise set forth in this Agreement~~vote per share, except that when any other class or series of preferred shares of the ~~Voting~~ Trust shall have the right to vote with the Series K Preferred Shares ~~shall vote together~~ as a single class on ~~all~~ any matter, then the Series K Preferred Shares and such other class or series shall have with respect to such matters ~~submitted for approval~~ one half of ~~Members~~one vote per $50.00 of stated liquidation preference. ~~Upon~~ Except as otherwise required by applicable law or as set forth herein or in the ~~issuance~~ Declaration of ~~the Class B Ordinary Shares in exchange for the Prior Interests~~Trust, the ~~Class B Ordinary~~ Series K Preferred Shares shall ~~constitute Voting Shares and~~ not have ~~the right to vote on~~ any ~~matter on which the Members are entitled to vote on hereunder~~ relative, participating, optional or on which the Members are required to vote pursuant to the Delaware Act and shall be entitled to and shall constitute one (1) vote. Upon any issuance of any Class A Ordinary Shares, the Class B Ordinary Shares shall no longer constitute Voting Shares and shall have no further other special voting rights ~~except~~ and powers other than as ~~specifically~~ set forth herein, ~~unless such right to vote is specifically required~~ and ~~mandated by~~ the ~~Delaware Act or as set forth herein. The Class A Preferred Shares do not constitute Voting Shares. (b) In determining any action or other matter to be undertaken by or on behalf~~ consent of the ~~Company, each Member~~ holders thereof shall not be entitled to cast a number of votes equal to the number of Voting Shares that such Member holds, with the power to vote, at the time of such vote unless otherwise set forth in this Agreement. Unless otherwise set forth in this Agreement, or otherwise required ~~by the Delaware Act,~~ for the taking of any action by the ~~Company which required a vote of the Members as set forth above shall be authorized by the affirmative vote of a majority of the Voting Shares, subject to any approval of the Board as required herein~~Trust. (c) Notwithstanding the forgoing, any Class A Shares issued to any Affiliate of the Administrator pursuant to the Management Services Agreement, as set forth in Section 2.4 or otherwise held by any Affiliate of the Administrator (the “Masterworks Shares”), shall not, while such Shares are Beneficially Owned by any Affiliate of the Administrator, be entitled to vote on any matter on which the Class A Members are entitled or required to vote hereunder or pursuant to the Delaware Act, and shall not be considered in determining the existence of a quorum or in the total number of votes available or required hereunder or pursuant to the Delaware Act. Once the Masterworks Shares, if any, are Transferred to any Person who is not an Affiliate of the Administrator, the Masterworks Shares shall thereafter have all voting rights that any other Voting Shares held by any Class A Member have hereunder or pursuant to the Delaware Act. In the event that the Delaware Act or any other law requires, at any time, that the Masterworks Shares vote on any matter notwithstanding the provisions herein, the Masterworks Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are not Masterworks Shares are voted by the Class A Members. Any Masterworks Shares shall bear a customary “restricted” legend, which may be a virtual legend, evidencing the restricted nature thereof. (d) In addition to the other matters on which the Members holding Voting Shares have the right to vote as set forth herein, the approval of Members holding a majority of the Voting Shares shall be required for the Company to undertake any of the following actions, except as otherwise set forth herein: (i) acquiring any additional material assets, other than those incidental to the direct or indirect ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork and other than the ownership of any equity or membership interests of any subsidiary of the Company which owns or holds the Artwork; (ii) conducting any business activities, except for activities relating to its direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; and (iii) incurring any material loans or material borrowing arrangements to be entered into by the Company as a debtor other than those incidental to the direct or indirect investment in the Artwork and the ownership, maintenance and promotion of the Artwork or the eventual Sale of the Artwork; (iv) amending, waiving or failing to comply with any material provision of this Agreement, including amending this Agreement to increase the number of Shares that may be issued hereunder; and (e) The Company will own the Artwork for an indefinite period and may sell the Artwork at any time following the final closing of the Offering. (f) In any vote of the Voting Members pursuant to Section 2.8(d), any Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member, shall not be entitled to vote of any such matter and shall not be considered in determining the total number of votes available or required hereunder or pursuant to the Delaware Act, provided, however, that, in the event that the Delaware Act or any other law requires that such Shares that are Beneficially Owned by the Initial Member or any Affiliate of the Initial Member vote on any matter notwithstanding this Section 2.8(f), such Shares shall be required to be, and shall be, voted in the same proportion as the Voting Shares that are Beneficially Owned by Members holding Voting Shares other than the Initial Member or any Affiliate of the Initial Member. (g) Any member that beneficially owns 5% or more of the Class A shares (excluding shares beneficially owned by Masterworks) may provide the Company with a Vote Limit Certificate in the form of Exhibit B that from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company) such Member shall be subject to a Vote Limit. Any shares beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Shares for any purposes of this Agreement for so long as such shares are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.

Appears in 1 contract

Samples: Purchase Agreement (Corporate Office Properties Trust)

Common use of Voting Clause in Contracts