Special Voting Stock definition

Special Voting Stock means the share of preferred stock of Parent, issued by Parent to and deposited with the Share Trustee, which, at any time, entitles the holder of record to that number of votes at meetings of holders of Delaware Common Stock equal to the number of Exchangeable Shares outstanding as of the record date for such meeting (excluding Exchangeable Shares held by Parent, CallCo and their Affiliates) multiplied by the Exchangeable Share Exchange Ratio, and in respect of each Beneficiary, rounded down to the nearest whole vote;

Special Voting Stock means any class or series of capital stock of the Corporation established or authorized after the Filing Date (including pursuant to the authority granted herein to the Board to establish the designations, preferences, rights and qualifications, limitations and restrictions of any series of Series Preferred Stock pursuant to Board Action) having voting rights deemed senior to those of the holders of Series A Common Stock or Series K Common Stock. A class or series of capital stock shall be deemed to have senior voting rights and to be Special Voting Stock if holders of such security (x) are entitled to more than one vote per share (determined on an as-converted into Common Stock basis) when voting with the holders of Common Stock or (y) are entitled to vote as a separate class or series upon any matter submitted to a vote of all of the stockholders of the Corporation other than (i) as required by Section 242(b) of the DGCL, (ii) with respect to the creation or issuance of a class or series of capital stock which is to rank senior to such capital stock as to liquidation rights or rights relating

Special Voting Stock means the special voting stock, par value $0.01 per share, having substantially the rights, privileges, restrictions and conditions described in the form of Certificate of Incorporation of Spinco attached as Exhibit A.

Examples of Special Voting Stock in a sentence

• Except as otherwise required by law, the holders of Common Stock and Special Voting Stock shall vote together as a single class, subject to any right that may be conferred upon holders of Preferred Stock to vote together with holders of Common Stock on all matters submitted to a vote of stockholders of the Corporation.

• The exchange of any Exchangeable Share or Exchangeable Shares shall reduce the number of authorized shares of Special Voting Stock.

• At such time that all outstanding shares of Special Voting Stock cease to be outstanding, whether by redemption, forfeiture or otherwise, the provisions of the designation of Special Voting Stock shall terminate and have no further force and effect.

• The Company shall not recognize any transfer of shares of Special Voting Stock if the same number of Exchangeable Shares is not transferred to the same transferee of the transferred shares of Special Voting Stock.

• Holders of shares of Special Voting Stock shall have the following voting rights.

More Definitions of Special Voting Stock

Special Voting Stock means the Special Voting Stock of the Corporation.

Special Voting Stock has the meaning ascribed thereto in the Transaction Agreement;

Special Voting Stock means the special voting common stock, par value $.01 per share, of the Company.

Special Voting Stock has the meaning set forth in the recitals hereto. Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the Conversion Agreement.

Special Voting Stock has the meaning given to such term in the recitals.

Special Voting Stock means the Special Voting Stock as defined in the Fourth Amended and Restated Certificate of Incorporation of Trizec dated February 8, 2002.

Special Voting Stock shall have the meaning set forth in the Recitals. --------------------