Regulatory Voting Restriction definition

Regulatory Voting Restriction shall have the meaning ascribed to such term in the Restated Certificate.
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Regulatory Voting Restriction and “Sale of the Company” shall have the respective meanings given to them in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time after the date of this Agreement (the “Restated Certificate”).
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Examples of Regulatory Voting Restriction in a sentence

  • Any vacancy occurring for any reason in the position of Manager of the Company may be filled by the affirmative vote of holders of a majority of the Common Units (subject to the Regulatory Voting Restriction).

  • Only such matters as require Member appraisal pursuant to the Act or as may otherwise be specified herein, shall require the vote of the Members, and in any such event it shall require the vote of Members representing a majority of the Common Units (subject to the Regulatory Voting Restriction) or such other group of members as may be specified herein.

  • The holders of record of the shares of Common Stock and of every other class or series of voting stock (including the Preferred Stock), voting together as a single class on an as-converted basis (with the Series D-1 Preferred Stock being treated as convertible, but without actual conversion, into Common Stock and being subject to the Regulatory Voting Restriction for such purpose), shall be entitled to elect the remaining number of directors of the Corporation (the “Remaining Directors”).

  • Such notice shall be sent (A) at least 20 days prior to the earlier of the record date or effective date for the event specified in such notice or (B) such fewer number of days as may be approved the holders of 65% of the outstanding shares of Preferred Stock acting as a single class on an as-converted basis (with the Series D-1 Preferred Stock being treated as convertible, but without actual conversion, into Common Stock and being subject to the Regulatory Voting Restriction for such purpose).

  • Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Voting Preferred Stock shall, subject to the Regulatory Voting Restriction and the Director Voting Restriction, vote together with the holders of Common Stock as a single class, with the Series B-1 Preferred Stock treated as being convertible (without actual conversion) into Common Stock for this purpose, notwithstanding any limitation on conversion.

  • For the avoidance of doubt, the Series E-1 Preferred Stock and the Series F-1 Preferred Stock shall not be subject to the Regulatory Voting Restriction (as defined below) for purposes of the specific vote referenced in the immediately preceding sentence.

  • This Agreement may be amended, modified or terminated (other than pursuant to Subsection 5.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company and (b) the Requisite Investors (with the Series D-1 Preferred Stock and Series E-1 Preferred Stock not subject to the Regulatory Voting Restriction (as defined in the Restated Certificate) for this purpose).

  • The underwriter(s) will be selected by the Company, subject only to the reasonable approval of the holders of a majority of Registrable Securities held by the Initiating Holders (with the Series D-1 Preferred Stock being subject to the Regulatory Voting Restriction for this purpose).

  • If there is no active public market, the value shall be the fair market value thereof, as mutually determined by this corporation and the holders of a majority of the voting power of all then outstanding shares of Preferred Stock (including the holders of Series B-1 Preferred Stock, which shall not be subject to the Regulatory Voting Restriction for purposes of this specific vote).

  • This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company; and (b) the Stockholder Majority, with the Series D-1 Preferred Stock and the Series E-1 Preferred Stock treated as not subject to the Regulatory Voting Restriction for this purpose.

Related to Regulatory Voting Restriction

  • Dealing Restrictions means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code and for this purpose the Model Code means the Model Code on dealings in securities set out in Listing Rule 9, annex 1 (of the London Stock Exchange), as varied from time to time;

  • SEC Restrictions has the meaning set forth in Section 2(b).

  • Put Restriction means the days between the beginning of the Pricing Period and Closing Date. During this time, the Company shall not be entitled to deliver another Put Notice.

  • Investment Restrictions means the investment restrictions of the Fund as set forth in the Declaration of Trust including, without limitation, those described in section 2.0 of this Annual Information Form.

  • Company Restricted Shares means all shares of Company Common Stock subject to vesting restrictions and/or forfeiture back to the Company, whether granted under a Company Stock Plan or otherwise.

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the Company or the relevant Fund.

  • Payment Restriction shall have the meaning set forth in Section 6.1.

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Restriction Notice has the meaning set forth in Section 8.04(f) hereof.

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

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Restricted ADS(s) and “Restricted Shares” shall have the respective meanings set forth in Section 2.14.

  • Period of Restriction means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.

  • Company Restricted Stock means all shares of Company Common Stock, subject to vesting or other restrictions, whether granted pursuant to the Company Stock Plans or otherwise.

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);