Preliminary Vote definition

Preliminary Vote shall have the meaning ascribed to such term in Section 4.1 hereof.

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Preliminary Vote has the meaning set forth in Section 1.1.

Preliminary Vote means the process used to narrow the number of candidates down to two for listing on the Ballot.

Examples of Preliminary Vote in a sentence

In the event that a Covered Person fails to participate in the Preliminary Vote, the votes of that Covered Person will be abstained and excluded from the vote for such matters.
The Preliminary Vote shall be conducted pursuant to procedures established by LAZ-MD, including meetings or by proxy or written instruction by or of the Covered Persons.
LAZ-MD shall be obligated (a) to attend as proxy, or cause a person designated by it and acting as lawful proxy to attend as proxy, each meeting of the stockholders of Lazard Ltd and to vote or to cause such designee to vote the Class B Common Stock over which it has the power to vote in accordance with the results of the Preliminary Vote as set forth in this Section 3.2, and (b) to develop procedures governing Preliminary Votes.
The Preliminary Vote shall be conducted pursuant to procedures established by the Shareholders' Committee.
The Preliminary Vote of each member of the Executive Committee shall be weighted based on the number of Class B Units owned by the Executive Committee member relative to the number of Class B Units owned by all members of the Executive Committee.
Notwithstanding any other provisions of this Agreement, (I) the right of any Principal and his or her Family Affiliate to participate in the Preliminary Vote, (II) the obligation of any Principal and his or her Family Affiliate to vote in accordance with Section 2.2 and (III) the irrevocable power of attorney and proxy provided by such Founder Stockholders pursuant to Section 2.2(b) shall, in each case, terminate at the close of business on the Employment Termination Date of such Principal.
Each Stockholder hereby further covenants and agrees to vote such Stockholder's Founder Shares at any full meeting of the Company's stockholders, in accordance with the results of the applicable Preliminary Vote (as defined in the Company Stockholders Agreement) in accordance with Article II of the Company Stockholders Agreement.
Each Stockholder hereby agrees that prior to the termination of this Agreement, at any Preliminary Vote (as defined in the Company Stockholders Agreement) of the Stockholders pursuant to the terms of the Company Stockholders Agreement, such Stockholder shall vote such Stockholder's Founder Shares in the same manner required by Sections 4.1(a), (b), (c), (d) and (e) above.
The Preliminary Vote shall be conducted pursuant to procedures established by the Stockholders' Committee.
Such Preliminary Vote shall be taken in accordance with procedures established from time to time by the Board or a committee designated by the Board, upon all such matters upon which such stockholder vote or other action is proposed to be taken.

More Definitions of Preliminary Vote

Preliminary Vote means a vote in the Council under section 49 (1)(a),

Preliminary Vote means a vote in the Council under section 49 (1)(a), or 49(1)(c);

Preliminary Vote shall have the meaning ascribed to such term in Section 4.1(a) hereof. (y) “Restricted Partner Compensation Plan” shall mean The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Restricted Partner Compensation Plan adopted by the Board of Directors of GS Inc. on January 16, 2003 and approved by the stockholders of GS Inc. on April 1, 2003, as amended or supplemented from time to time, and any successors to such Plan. (z) “Restricted Person” shall mean any person who is not (i) a Covered Person or (ii) a director, officer or employee of the Company acting in such person’s capacity as a director, officer or employee. (aa) “SEC” shall mean the United States Securities and Exchange Commission. (bb) “Shareholders’ Committee” shall mean the body constituted to administer the terms and provisions of this Agreement pursuant to Article V hereof. (cc) “Sole Beneficial Owner” shall mean a person who is the beneficial owner of shares of Common Stock, who does not share beneficial ownership of such shares of Common Stock with any other person (other than pursuant to this Agreement or applicable community property laws) and who is the only person (other than pursuant to applicable community property laws) with a direct economic interest in such shares of Common Stock. The interest of a spouse or a domestic partner in a joint account, and an economic interest of the Company as pledgee, shall be disregarded for this purpose. (dd) “Special Transfer Restrictions” shall have the meaning ascribed to such term in Section 2.1(b) hereof. (ee) “Specified Tax Rate” shall mean the rate determined from time to time by the Shareholders’ Committee (or any person authorized thereby), in its sole discretion, to be applicable to the calculation of Covered Shares. (ff) “Stock Incentive Plan” shall mean The ▇▇▇▇▇▇▇ Sachs Amended and Restated Stock Incentive Plan adopted by the Board of Directors of GS Inc. on January 16, 2003 and approved by the stockholders of GS Inc. on April 1, 2003, as amended or supplemented from time to time, and any predecessors or successors to such Plan.

Preliminary Vote has the meaning set forth in Section 1.1. “Pzena LLC” has the meaning set forth in the recitals of this Agreement. “Pzena LLC Agreement” has the meaning set forth in the recitals of this Agreement. “Subsidiary” means a corporation, limited liability company, limited partnerships or other entity of which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, equity interests, contract or otherwise, (i) to elect at least a majority of the members of such entity’s board of directors or other governing body or (ii) in the absence of a governing body, to control the business affairs of such entity. “Transfer” means, with respect to any Class B Shares, directly or indirectly, (i) to sell, assign, transfer, pledge (including in margin transactions), convey, distribute, mortgage, encumber, hypothecate or otherwise dispose, whether by gift, for consideration or for no consideration and (ii) to grant any right to vote, whether by proxy, voting agreement, voting trust or otherwise.