Waiver of Voting Rights. Notwithstanding anything in the Company’s Organizational Documents to the contrary, from and after the Closing, unless otherwise required under applicable law, the Stockholder agrees that to the extent the Subject Shares exceed 45% of the Outstanding Voting Securities, the Stockholder shall only vote or cause to be voted that number of Subject Shares equal to the Applicable Percentage of the Public Voting Securities outstanding on the relevant record date (with the result rounded down to the nearest whole number of Subject Shares) on any matter submitted to the stockholders for a vote at any meeting, however called, or by written consent of the stockholders and any Subject Shares in excess of such number shall be deemed non-voting shares for all intents and purposes, as fully as if such Subject Shares were issued as non-voting shares under the Company’s certificate of incorporation.
Waiver of Voting Rights. Notwithstanding any other provision of this Agreement, each Investment Company LP whose Percentage Interests in respect of the Interests exceed 4.99% of the total Percentage Interests of all Partners in respect of the Interests at the relevant time hereby irrevocably waives any right to vote, or cause to be voted (including by a Consent), (i) to remove the General Partner and to appoint a new general partner of the Partnership pursuant to Section 6.4 and (ii) to commence the winding up of the Partnership upon the occurrence of a GP Termination Event pursuant to Section 10.1(c), in each case, with respect to the portion of such Investment Company LP’s Percentage Interests in respect of the Interests in excess of 4.99% of the total Percentage Interests of all Partners in respect of the Interests.
Waiver of Voting Rights. The Grantee agrees that it shall have no voting rights, and shall not exercise or permit to be exercised any voting rights in any circumstance, in respect of the Option or the Common Stock purchasable under the Option unless, until, and only to the extent that the Option has been exercised and Common Stock has been actually purchased thereunder.
Waiver of Voting Rights. Holder hereby irrevocably and unconditionally waives any and all rights as a holder of Restricted Shares to vote on any matter submitted to the holders of Parent’s capital stock for vote, consent or approval (including, without limitation, any right to vote on the matters provided for in Parent’s Amended and Restated Certificate of Incorporation). If for any reason the waiver of voting rights in this Section 1.4 is deemed unenforceable, invalid or ineffective for any reason, the Holder irrevocably and unconditionally agrees to not to vote the Restricted Shares on any matter submitted to the holders of Parent’s capital stock or to vote to “abstain”, with respect to the Restricted Shares, on any matter before the holders of Parent’s capital stock. For clarity, this waiver of voting rights in Section 1.4 only applies to the Restricted Shares and does not restrict the ability to vote any other shares of Parent’s capital stock that may be held by Xxxxxx.
Waiver of Voting Rights. (a) At any time and in its absolute discretion, and (notwithstanding any provision to the contrary in any other Finance Document, and in particular, clause 41.2 (Required consents) of the Facilities Agreement) without any requirement for any consent or authority from any Member or Chargor for it to do so, the Security Agent may by written notice to any one or more of the Members or Chargors elect to give up the right to exercise all voting powers and rights attaching to those Member's Interests or Specified Investments specified in that notice and which would otherwise potentially be capable of being conferred upon it pursuant to this Deed.
(b) Any notice served by the Security Agent under this clause 14.4 shall be irrevocable.
Waiver of Voting Rights. Shire agrees that it shall have no voting rights, and shall not exercise or permit to be exercised any voting rights in any circumstances, in respect of the Option or the Option Shares unless, until, and only to the extent that the Option has been exercised and the Exercise Price has actually been paid to BioChem.
Waiver of Voting Rights. The Transferor confirms that, from the date when the ownership transfer of the Shares is registered in accordance with Section 5.3 of this Agreement to the date when the Transferee, including its affiliates, ceases to be the controlling shareholders of the Company, the Transferor will unconditionally and irrevocably waive his voting rights regarding all shares held by him in the Company after completion of the Share Transfer (“Waived Shares”) until both Parties agree in writing to end the waiver.
Waiver of Voting Rights. (a) The Shareholder hereby agrees, subject to the terms and conditions hereof, not to exercise any voting rights attached to the Multiple Voting Shares that it owns or controls in respect of the election of directors during the Term.
(b) The Term shall commence on the date hereof and shall expire on the second anniversary hereof. Despite the foregoing, the Term shall end on the earliest of the following:
(i) if the Shareholder gives 61 days’ written notice of termination at any time, on the date so specified therein;
(ii) if the Company gives 5 days’ written notice of termination at any time, on the date so specified therein;
(iii) the Term shall end at the option of either Party by written notice to the other Party if any person shall have publicly announced that he, she or it beneficially owns or exercises control or direction over more than 20% of the then issued and outstanding Subordinate Voting Shares of the Company;
(iv) the Term shall end at the option of either Party by written notice to the other Party if any tender offer or take-over bid is publicly announced in respect of the Company; and/or
(v) the Term shall end at the option of either Party by written notice to the other Party if any dissident proxy solicitation or withhold campaign is publicly announced, or if any person shall requisition a shareholders’ meeting.
(c) Notwithstanding Section 2.1(a), the Shareholder may vote such number of its Multiple Voting Shares in respect of the election of directors as the Company and the Shareholder mutually agree, each acting reasonably having regard to all available information regarding the Company’s shareholders, as would not result in the Company ceasing to qualify as a “foreign private issuer” for purposes of U.S. securities laws.
(d) If any Multiple Voting Shares are transferred to a person who is not an affiliate of the Shareholder, this Agreement shall cease to apply thereto. If any Multiple Voting Shares are transferred to a person who is an affiliate of the Shareholder, the Shareholder shall cause such affiliate to enter into a similar agreement in respect of such Multiple Voting Shares.
Waiver of Voting Rights. (a) Each of the Blackstone Parties agrees that (i) at any annual or special meeting of stockholders of the Company, it shall (A) take all necessary actions to cause any shares of Company Common Stock owned by it to be present at such meeting for purposes of establishing a quorum and (B) not vote any such shares of Company Common Stock at such meeting and (ii) it shall not execute or deliver any written consent in respect of shares of Company Common Stock owned by it.
(b) In the event that any Blackstone Party seeks to transfer any shares of Company Common Stock to any of its Affiliates, or any such Affiliate of a Blackstone Party seeks to acquire any shares of Company Common Stock, it shall be a precondition to such transfer or acquisition that, and the Blackstone Parties shall cause, such Affiliate to execute a joinder to this Amendment and Waiver such that the Affiliate shall be bound by this Amendment and Waiver as if it was a Blackstone Party.
(c) This Section 2 (i) shall terminate and be of no further force and effect at such time that the Blackstone Parties and their Affiliates do not own any shares of Company Common Stock and (ii) shall not apply to any transferee of any Blackstone Party (or any Affiliate of any Blackstone Party) that is not an Affiliate of a Blackstone Party. For the avoidance of doubt, any person that is not a Blackstone Party or an Affiliate of a Blackstone Party who is the transferee of any shares of Company Common Stock shall have the full right to vote, or act by written consent with respect to, such shares of Company Common Stock.
Waiver of Voting Rights. 28 SERIES H CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This SERIES H CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of April 30, 2003 by and between Wave Systems Corp., a Delaware corporation (the "Company"), and ____________________________________ (the "Purchaser"). The parties hereto agree as follows:
