Examples of Voting Investor in a sentence
No Voting Investor shall cast any vote to which such Voting Investor is entitled in respect of the Shares, whether at any annual meeting or special meeting, by written consent or otherwise to remove the director elected pursuant to Section 2.1.2(f), except for cause, if such director continues to serve as the Chief Executive Officer of the Company.
In the event that the director elected pursuant to Section 2.1.2(f) no longer serves as the Chief Executive Officer of the Company, each Voting Investor hereby agrees to cast all votes to which such Voting Investor is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in each case so as to remove such person from the Board without cause and to appoint the Chief Executive Officer of the Company as such director’s replacement.
Each Manager’s votes upon all matters coming before the Board (whether at a meeting or by written consent) shall be expressed as a percentage of the “Board Voting Percentage” and shall be equal to the Pro Rata Voting Percentage of the Voting Investor that designated such Manager divided by the number of Managers designated by such Voting Investor (including any Independent Managers designated by Walgreens); provided, that the Chief Executive Officer shall be a non-voting Manager.
At the option of all other Members, any such transaction may be structured to provide such other Members with lower proceeds on a pro rata basis as the Series B Non-Voting Investor Members in order to yield such Series B Non- Voting Investor Members with their Target Multiple.123 Leaf qualified as a Required Series B Non-Voting Investor Member.
Each Voting Investor hereby agrees to take all necessary actions to cause the size of the board of directors of the Company (the “Board”) to be fixed at the number of directors elected in accordance with Section 2.1.2, which number shall initially be ten (10).
Each Voting Investor hereby agrees to take all necessary actions to cause the size of the board of directors of the Company (the “Board”) to be fixed at the number of directors elected in accordance with Section 2.1.2, which number shall initially be eleven (11).
The Company shall provide, or cause to provided, to each Voting Investor that beneficially owns any issued and outstanding Units reasonable access to the properties, books and records, personnel and advisors (including outside auditors) of the Company and its Subsidiaries, at reasonable hours and upon reasonable advance notice, provided that such access is also granted to the Walgreens Group’s advisors (including attorneys and accountants).
If any Original Voting Investor transfers less than all of its Company Preferred Stock to one or more Affiliates, directors or employees of such Original Voting Investor, then the right to designate, remove and replace a Designated Director shall be determined, as among the Original Voting Investor and such Affiliates, directors or employees, by agreement of such parties.
Upon termination of such rights of designation, removal and replacement, the director position originally designated by an Original Voting Investor shall become a director position to be filled by the holders of Company common stock.
Such rights of designation, removal and replacement shall terminate if the Original Voting Investor (or Affiliates, directors and employees of such Investor) owns less than twenty-five percent (25%) of the Securities that such Investor originally purchased from USOL pursuant to that certain Subscription Agreement dated July 21, 1999, by and between the Investor and USOL.