Excess Voting Power definition

Excess Voting Power. (as calculated from time to time, as required by this Agreement) shall mean the aggregate percentage of Voting Power represented by the Stockholder Group Shares out of the total Voting Power of the Common Stock issued and outstanding on the record date for the determination of stockholders entitled to receive notice of, and to vote at, any meeting of the Company’s stockholders or give a written consent, or in any other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is required and for which there is no record date, on the date of such vote, consent or approval, in each case, less the Maximum Percentage. For purposes of this Agreement, the number of Stockholder Group Shares that represent Excess Voting Power at any time shall be equal to the product of (i) the percentage at such time, determined as provided above, multiplied by (ii) the number of shares of Common Stock issued and outstanding on the applicable record date or other applicable date for which such determination is being made.
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Excess Voting Power. (as calculated from time to time as required by this Agreement) means the aggregate percentage voting power represented by the Subject Shares of the combined voting power of the outstanding Voting Securities less 45%, adjusted in accordance with the first sentence of Section 1.1(b), (ii) “Voting Securities” means securities of the Company having the power generally to vote on the election of directors and other matters submitted to a vote of stockholders of the Company and (iii) “affiliates” of the Principal Stockholder means any person or entity that directly, or indirectly through one of more intermediaries, controls, or is controlled by, or is under common control with, the Principal Stockholder.
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Excess Voting Power has the meaning set forth in Section 7.2 of this Agreement.
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Examples of Excess Voting Power in a sentence

  • Prior to such dates, the Excess Voting Power Proxy and the Amendment Proxy shall not be terminated by any act of Liberty or by operation of law, or by the occurrence of any other event or events, it being understood that actions taken by the Designated Proxy hereunder prior to the termination of this Agreement shall be and remain valid as if such event or events had not occurred, regardless of whether or not DIRECTV has received notice of the same.

  • Following the Merger Closing, at any time that the CATL Parties’ and their Affiliates’ aggregate PublicCo Voting Percentage exceeds 9.8%, in any vote or action by written consent of the stockholders of PublicCo (including in connection with the election of directors), the CATL Parties shall, and shall cause their respective Affiliates to, vote a number of PublicCo Voting Securities representing the Excess Voting Power in accordance with the recommendation of the Board.

  • Liberty agrees that, if requested by DIRECTV, it shall transfer shares of Common Stock Beneficially Owned by it representing Excess Voting Power to an entity authorized to act as trustee, for the purpose of vesting in such entity the right to vote such shares of the Common Stock in accordance with this Agreement, pursuant to a voting trust agreement, acceptable to the parties, in compliance with Section 218 of the General Corporation Law.

  • Such voting trust arrangement, if implemented, shall terminate (i) upon termination of this Agreement, (ii) as otherwise agreed to by the parties or (iii) with respect to any shares of Common Stock that cease to represent Excess Voting Power, upon such shares ceasing to represent Excess Voting Power.

  • If for any reason the proxy granted herein is not irrevocable, then the Principal Stockholder shall vote his Subject Shares representing Excess Voting Power in accordance with Section 2.1 above.

  • The provisions of Section 3(a)(i) shall not apply to any Liberty Shares which do not represent Excess Voting Power.

  • The Voting Agreement will terminate on the earliest of (i) the mutual agreement of the Company (authorized by not less than a majority of the vote of the then independent and disinterested directors) and Mr. Deason, (ii) the date on which Mr. Deason ceases to hold any Excess Voting Power, as calculated in the Voting Agreement, or (iii) the date on which all Class B shares are converted into Class A shares.

  • For avoidance of doubt, termination of the irrevocable Amendment Proxy shall not affect in any manner, revoke or terminate the irrevocable Excess Voting Power Proxy.

  • The provisions of Section 1.1(a) shall not apply to any Subject Shares which do not represent Excess Voting Power.


More Definitions of Excess Voting Power

Excess Voting Power has the meaning set forth in Section 1.03(b).
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Excess Voting Power. (as calculated, from time to time, as required by this Agreement) means the aggregate percentage voting power represented by the Liberty Shares of the voting power of the Common Stock issued and outstanding on the record date for the determination of stockholders entitled to receive notice of, and to vote at, any DIRECTV Stockholders' Meeting, or in any other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is required, on the date of such vote, consent or approval, less the Maximum Percentage. For purposes of this Agreement, the number of Liberty Shares that represent Excess Voting Power at any time shall be equal to the product of (i) the percentage amount at such time, determined as provided above, multiplied by (ii) the number of shares of Common Stock issued and outstanding at such time.
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Excess Voting Power means the number of votes represented by all PublicCo Voting Securities owned or held (whether legally, of record or beneficially), directly or indirectly, by the CATL Parties and their Affiliates in excess of the number of PublicCo Votable Shares.
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Excess Voting Power. (as calculated as of the Post Closing Determination Time and at such other subsequent times, from time to time, as required by this Agreement) means the aggregate percentage voting power represented by the Subject Shares of the combined voting power of the outstanding Voting Securities less the Cap Amount, adjusted in accordance with the first sentence of Section 1.1(b), (iii) “Pre-Closing Determination Time” means the date and time immediately prior to the Expiration Date (as hereinafter defined), (iv) “Post Closing Determination Time” means the date and time immediately after the Expiration Date, (v) “Expiration Date” means the date and time denominated as such with respect to the Tender Offer (including extensions thereof) in the Schedule TO, (vi) “Voting Securities” means securities of the Company having the power generally to vote on the election of directors and other matters submitted to a vote of stockholders of the Company, and (vii) “affiliates” of the Principal Stockholder means any person or entity that directly, or indirectly through one of more intermediaries, controls, or is controlled by, or is under common control with, the Principal Stockholder.
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Excess Voting Power means the aggregate percentage voting power represented by the Subject Shares in excess of the Cap Amount that results from the Repurchase Program or any subsequent stock repurchases by the Company. For the avoidance of doubt, any excess voting power that is attributable to the later acquisition or purchase of securities (other than any acquisition or purchase of securities as a result of stock options, shares of restricted stock or restricted stock units granted to the Principal Stockholder by the Company) shall not be considered Excess Voting Power for purposes of this Agreement.
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Related to Excess Voting Power

  • Total Voting Power means, with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any meeting of stockholders of such Person if all securities entitled to vote in the election of directors of such Person (on a fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or convertible into, such voting securities) were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency).

  • Combined Voting Power means the aggregate votes entitled to be cast generally in the election of the Board of Directors, or similar managing group, of a corporation or other entity by holders of then outstanding Voting Securities of such corporation or other entity.

  • Voting Power means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

  • Total Current Voting Power means, with respect to any entity, at the time of determination of Total Current Voting Power, the total number of votes which may be cast in the election of members of the board of directors of the corporation if all securities entitled to vote in the election of such directors are present and voted (or, in the event the entity is not a corporation, the governing members, board or other similar body of such entity).

  • Voting Parity Stock means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Special Voting Share means, in relation to the Corporation, the Carnival Special Voting Share and, in relation to P&O Princess, the P&O Princess Special Voting Share.

  • Subordinate Voting Shares means the subordinate voting shares in the capital of the Corporation;

  • 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 Voting Unit means a special voting unit of the REIT;

  • Special Voting Units means, collectively, special voting units of the REIT, and “Special Voting Unit” means any one of them.

  • Multiple Voting Shares means the multiple voting shares in the capital of the Company.

  • Preference Stock means any and all series of preference stock, having no par value, of the Corporation.

  • Preferred Unit means a fractional, undivided share of the Partnership Interests that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Units that the General Partner has authorized pursuant to Section 4.2 hereof.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class UT-R Interest The residual interest in the Upper-Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

  • Class A Preferred Stock means the Class A preferred stock, nominal value $0.0001 per share, of the Company.

  • Outstanding Voting Securities of any Person means the outstanding securities of such Person entitling the holders thereof to vote generally in the election of directors of such Person.

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • Liquidation Parity Stock means any class or series of stock of the Corporation, other than Series A Preferred Stock, that ranks equally with the Series A Preferred Stock as to the distribution of assets in connection with any liquidation, dissolution or winding up of the affairs of the Corporation.

  • Voting Rights The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to each Class of Notional Amount Certificates, if any (such Voting Rights to be allocated among the holders of Certificates of each such Class in accordance with their respective Percentage Interests), and (b) the remaining Voting Rights (or 100% of the Voting Rights if there is no Class of Notional Amount Certificates) shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on such date.

  • Subordinate Certificates As specified in the Preliminary Statement.

  • Class B Preferred Stock means the Class B preferred stock, nominal value $1,000, of the Company.

  • Junior Subordinate Certificates The Class B-4, Class B-5 and Class B-6 Certificates.

  • Parity Preferred Units shall have the meaning provided in Section 4.

  • Subordinate Certificate Any one of the Class M Certificates or Class B Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively.