Agreement to Vote definition

Agreement to Vote means the Agreement To Vote Stock, a copy of which is attached to the Agreement as Exhibit J, executed in favor of Sprint by Voting Stockholders in connection with the Offer and the other transactions contemplated hereby and by the Ancillary Agreements.
Sample 1Sample 2Sample 3

Examples of Agreement to Vote in a sentence

  • Xxxxxx Title: Chief Operating Officer & General Counsel GDSVF&H\ ARTICLE I AGREEMENT TO TENDER 2 1.1 Agreement to Tender 2 1.2 Agreement to Vote 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY STOCKHOLDER 3 2.1 Authority 3 2.2 Ownership of Subject Securities 3 2.3 Consents and Approvals; No Violation 3 2.4 Voting Power 4 2.5 Absence of Litigation.

  • Agreement to Vote the Voting Shares......................................3 4.

  • The Stockholders Agreement, each Agreement to Vote and each Agreement to Vote and Tender, to the extent necessary to approve the Company Stockholder Vote Matters, shall be in full force and effect and all of the terms and conditions of such agreements shall be satisfied in all material respects.

  • Xxxxxxxx to Buyer in connection therewith (the "Proxy") and (iii) the Committee, following such review, approved the Merger, the Agreement to Vote and the Proxy.

  • Notwithstanding anything to the contrary contained herein or otherwise, the rights granted to LLCP under Section 1.1 (Agreement to Vote), Section 1.3 (Observation Rights) and Section 1.4 (Operating Committee) shall survive to the extent that LLCP holds the Note or any Warrant Shares and informs the Company in writing that it believes in good faith that it is required to retain such rights to qualify as a "venture capital operating company" for purposes of complying with ERISA.

  • Xxxxxxxx would agree to vote his shares in favor of the proposed merger (the "Agreement to Vote"), and a proposed proxy to be granted by Xxxxxx X.

  • The rights granted to LLCP under Section 1.1 (Agreement to Vote) and Section 1.3 (Observation Rights) became effective as of the Initial Closing Date and shall continue for so long as LLCP continues to hold, directly or indirectly, at least $2,500,000 in outstanding principal amount of the Note, or at least five percent (5.0%) of the shares of Common Stock calculated on a Fully Diluted Basis.

  • ARTICLE II VOTING AGREEMENT AND IRREVOCABLE PROXY Section 2.1 Agreement to Vote .

  • Agreement to Vote; Proxy; Transfer Restrictions...........68 Section 8.07.

  • By: Title: ARTICLE I GENERAL B-6-1 Section 1.1 Defined Terms B-6-1 ARTICLE II VOTING B-6-2 Section 2.1 Agreement to Vote B-6-2 Section 2.2 Grant of Proxy B-6-3 Section 3.1 Representations and Warranties of the Company Y Shareholders B-6-4 Section 3.2 Representations and Warranties of Company T B-6-5 ARTICLE IV OTHER COVENANTS B-6-6 Section 4.1 Prohibition on Transfers B-6-6 Section 4.2 Additional Shares B-6-6 Section 4.3 Share Dividends, etc.

Related to Agreement to Vote

  • Majority Interests Vote means the vote, at a meeting of Holders, of (A) 67% or more of the Interests present or represented at such meeting, if Holders of more than 50% of all Interests are present or represented by proxy, or (B) more than 50% of all Interests, whichever is less.

  • Final Agreement means the agreement signed and ratified by the Parties at the end of Stage 5 of the BCTC Process.

  • vote of a majority of the outstanding voting securities" shall mean the vote of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

  • Quorum means a majority of the Administrators or, if there are only two Administrators, both of them.

  • Scratch vote means to mark or punch the straight party ticket and then mark or

  • transferable vote means a ballot document on which, following a first preference, a second or subsequent preference is recorded in consecutive numerical order for a continuing candidate,

  • Supermajority Vote means the affirmative vote of at least two-thirds of all of the members of the Operating Committee or any Subcommittee, as applicable, authorized to cast a vote with respect to a matter presented for a vote (whether or not such a member is present at any meeting at which a vote is taken) by the Operating Committee or any Subcommittee, as applicable (excluding, for the avoidance of doubt, any member of the Operating Committee or any Subcommittee, as applicable, that is recused or subject to a vote to recuse from such matter pursuant to Section 4.3(d)); provided that if two-thirds of all of such members authorized to cast a vote is not a whole number then that number shall be rounded up to the nearest whole number.

  • Agreement in Principle means any enforceable agreement or any other agreement or similar commitment which identifies the fundamental terms upon which the parties agree or intend to agree which:

  • Eligible Voter means a legal voter who resides in the jurisdiction of the county,

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Majority Vote means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.

  • Consent of the Limited Partners means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.

  • Written agreement means a written agreement made pursuant to section 8. A written agreement may address new jobs, qualified new jobs, full-time jobs, retained jobs, or any combination of new jobs, qualified new jobs, full-time jobs, or retained jobs.

  • Recorded Vote means a written record of the name and vote of each member of Council or a Committee who votes on a question and of each member present who does not vote.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • e-voting means voting using either the internet, telephone or text message; “e-voting information” has the meaning set out in rule 24.2;

  • special meeting of shareholders means a meeting of any particular class or classes of shareholders and a meeting of all shareholders entitled to vote at any annual meeting of shareholders at which special business is to be transacted.

  • Qualified voter means a person who is entitled to vote pursuant to the Constitution of Virginia and

  • ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;

  • Supermajority means, with respect to any Class of Notes, the holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such Class.

  • Majority Trustee Vote means the vote of a majority of the Trustees;

  • Consent of the Stockholders means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.

  • majority of the outstanding shares means the lesser of (a) sixty-seven percent (67%) or more of the shares present at a meeting if more than fifty percent (50%) of these shares are present or represented by proxy, or (b) more than fifty percent (50%) of the outstanding shares.

  • Statement of Preferences means the Issuer's Statement of Preferences of Variable Rate Demand Preferred Shares, dated as of March 31, 2021, as amended from time to time in accordance with the provisions thereof.