Certain Voting Requirements. The consent of all Shareholders shall be required to approve any of the following actions by the Board, and each Shareholder hereby waives any right to the taking of any of such actions by approval, consent, or vote of a lesser percentage: - Amendment, repeal, or alteration in any way of any provision of the Articles of Incorporation or Bylaws of the - Merger or consolidation of the - Transfer of all or substantially all of the assets of the . Restrictions On Transfer. a.
Certain Voting Requirements. Whenever the Board of Directors solicits a Proxy, each Shareholder will, during the term of this Agreement and so long as such Shareholder owns any Shares, or acquires the power to vote any Shares, vote (or cause to be voted) all of such Shareholder's Shares in accordance with the recommendation of the Board of Directors in connection with such Proxy solicitation; provided, however, no Shareholder shall be required to vote (or cause to be voted) such Shareholder's Shares in accordance with this Section 2.1 in the event that both Xxxxxxx X. Xxxxxxx, Xx. and Xxxxxxx X. Xxxxx disagree with the recommendation of the Board of Directors in connection with any Proxy solicitation and deliver written notice to each of the Shareholders to such effect prior to the date votes are taken on such action. Any Shareholder who or which has voted (or cause to be voted) such Shareholder's Shares in accordance with the recommendation of the Board of Directors in connection with a Proxy solicitation prior to receiving the written notice referred to in the preceding sentence, may rescind any relevant Proxy theretofore given by such Shareholder.
Certain Voting Requirements. Each of the Contributing Partners agree to vote, and will cause its Affiliates to vote, all shares of Common Stock as to which it or they have voting rights, and to use its best efforts to cause all directors who are Designees of such Contributing Partner to vote, for the election of a slate of directors which shall (i) include the nominee(s) designated by the Contributing Partners and (ii) consist of a majority of Independent Directors so long as the Bylaws provide that a majority of the directors shall be Independent Directors. Nothing herein shall affect, in any way, the obligation of any director who is a designee of a Contributing Partner to take such action which such director, in good faith and in the exercise of reasonable business judgment, believes to be in the best interests of the Company, or to refrain from taking any action which such director, in good faith and in the exercise of reasonable business judgment, believes not to be in the best interests of the Company. Each of the Contributing Partners acknowledges that the directors of the Company will be elected by the affirmative vote of the holders of the issued and outstanding shares of stock of the Company entitled to vote at elections of directors, and that any designee of such Contributing Partner who is nominated for election to the Board of Directors may fail to be elected by the shareholders of the Company.
Certain Voting Requirements. The following percentage of Shareholders shall be required to approve any of the following actions by the Board, and each Shareholder hereby waives any right to the taking of any of such actions by approval, consent, or vote of a lesser percentage. The consent of shareholders holding at least 81% of the issued and outstanding shares shall be required to approve the sale of any securities including common or preferred stock or the transfer of all or substantially all of the assets of the Corporation.
