Voting Support definition

Voting Support by a Partner with respect to a given action means that such Partner will (a) appear at any equity holder meeting of the Partnership or the General Partner to consider such action or otherwise cause its applicable Equity Securities owned by such Partner (or any of its Affiliates) as of the relevant time to be counted as present for purposes of calculating a quorum for such purpose, and respond to any other request by the Partnership or the General Partner for written consent, if any, with respect to such action, (b) vote, or cause to be voted, all of its applicable Equity Securities (i) in favor of the approval of such action, and (ii) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action, and (c) cause the directors appointed by it to the Board of Directors of the General Partner to appear at any meeting of the Board of Directors to consider such action and direct such directors to vote (i) in favor of the approval of such action, and (ii) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action.
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Voting Support by a Member with respect to a given action means that such Member will (i) appear at any equity holder meeting of the Company to consider such action or otherwise cause its applicable Membership Interest beneficially owned by such Member as of the relevant time to be counted as present for purposes of calculating a quorum for such purpose, and respond to any other request by the Company for written consent, if any, with respect to such action (ii) vote, or cause to be voted, all of its applicable Membership Interests (x) in favor of the approval of such action, and (y) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action, and (iii) cause the directors appointed by it to (x) the Board or (y) the board of directors of the General Partner pursuant to clauses (i) and (ii) of Section 7.11(a) herein, to appear at any meeting of the Board or any meeting of the board of directors of the General Partner to consider such action and direct such directors to vote (A) in favor of the approval of such action, and (B) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action.
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Voting Support by a Party with respect to a given action means that such Party will (i) appear at any equity holder meeting of GP Holdco, the General Partner, the Partnership or any of their respective Subsidiaries, as applicable, to consider such action or otherwise cause any Covered Securities or other securities in such entity beneficially owned by such Party as of the relevant time to be counted as present for purposes of calculating a quorum for such purpose, and respond to any other request by GP Holdco, the General Partner, the Partnership or any of the respective Subsidiaries, as applicable, for written consent, if any, with respect to such action (ii) vote, or cause to be voted, all Covered Securities or other securities in such entity beneficially owned by such Party (x) in favor of the approval of such action (whether or not recommended by the Conflicts Committee or any other Person), and (y) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action, and (iii) cause the directors appointed by it (x) to the board of directors of GP Holdco, (y) to the board of directors of the General Partner pursuant to clauses (i) and (ii) of Section 7.11(a) of the Restated GP Holdco LLC Agreement, or (z) as a manager or director of any of their respective Subsidiaries, to appear at any board meeting of GP Holdco, the General Partner or such Subsidiary to consider such action and direct such directors to vote (A) in favor of the approval of such action (whether or not recommended by the Conflicts Committee or any other Person), and (B) against any action or agreement that would reasonably be expected to interfere with, delay or attempt to discourage the consummation of such action.
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Examples of Voting Support in a sentence

  • Xxxxx Title: Chief Financial Officer, Treasurer and Secretary Title: Chief Executive Officer EXHIBIT D VOTING SUPPORT AGREEMENT This Voting Support Agreement (this “Agreement”) is made and entered into as of [●], 2022, among Terra JV, LLC, a Delaware limited liability company (“Terra JV”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company (“Terra Offshore REIT” and, together with Terra JV, the “Stockholders”), and Terra Property Trust, Inc., a Maryland corporation (“Terra REIT”).

  • The Terra BDC Designees shall have been elected to the Terra REIT Board effective as of the Effective Time and each of Terra JV, Terra Offshore REIT and Terra REIT shall have duly executed and delivered the Voting Support Agreement.

  • Xxxxxxxx Signature Page to Voting Support Agreement FIFTH CINVEN FUND (NO.

  • This Voting Support Agreement shall be effective upon the first date of execution by both parties.

  • All certificates representing Shares shall bear, until the termination of this Agreement, in a conspicuous place the following legend: The Shares represented by this certificate may not be sold, exchanged or otherwise transferred or disposed of except in compliance with the terms and conditions of the Voting Support Agreement, dated as of September 28, 1999, between SLC Technologies, Inc.

  • This Voting Support Agreement has been agreed and accepted as of the date first written above.

  • Except as set forth in the SEC Reports (as defined below) and the Voting Support Agreement, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

  • The Voting Support Agreement shall be in full force and effect as of the date of this Agreement and is and shall remain a legal, valid and binding obligation of Parent and the other parties thereto for so long as it is in full force and effect.

  • Each of the EMV Locked-Up Parties has advised EMV that it will vote or cause to be voted all EMV Shares beneficially held by it in favour of the EMV Arrangement Resolution and each has entered into an EMV Voting Support Agreement with Xos.

  • Section 1.2 Voting, Support and Exchange Trust Agreement.................................

Related to Voting Support

  • Voting system or "system" means any machine, device, technology, or equipment used to

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Voting Shares means those shares or other interests that have the power to elect the board of directors or similar governing body of an entity.

  • Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;

  • Voting Period means the period commencing on (and including) the date of this Agreement and ending on (and including) the Expiration Date.

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, dated as of August 18, 2020, by and among the Debtors and the Consenting Noteholders, and the other parties who signed the signature pages thereto, including all exhibits and attachments thereto.

  • Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and

  • Voting Securities means any securities of the Company which vote generally in the election of directors.

  • Voting group means all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on the matter are for that purpose a single voting group.

  • Electronic voting system means a secured system based process of display of electronic ballots, recording of votes of the Members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralised server with adequate cyber security.

  • 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.

  • Helpdesk Support means the 24x7x365 centre which shall handle Fault reporting, Trouble Ticketing and related enquiries during this contract.

  • Voting Control means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

  • Voting Instructions means the instructions for voting on the Plan contained in the section of the Disclosure Statement entitled "SOLICITATION; VOTING PROCEDURES" and in the Ballots and the Master Ballots.

  • Tier 1 Support means the Technical Support provided by the Tier 1 Help Desk.

  • voting security means any security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a person, or any security issued under or pursuant to any trust, agreement or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such security are presently entitled to vote in the direction or management of the affairs of a person.

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Level 2 Support means, with the use of technical support specialists: (i) performing Defect isolation, Defect replication and interoperability testing; (ii) performing remote diagnostic services and on-site troubleshooting, if required; (iii) identifying the source of Defects; (iv) developing a reproducible test case for any Defect and documenting the details of such Defect for escalation to Level 3 Support; and (v) developing and implementing Workarounds where reasonably possible.