GENERAL VOTING Clause Samples
GENERAL VOTING. (1) The General Partner shall not (i) direct the time, method and place of conducting any proceeding for any remedy available, (ii) waive any Investment Event of Default that is waivable under the Affiliate Investment Instruments, (iii) exercise any right to rescind or annul a declaration that the principal of any Affiliate Investment Instruments that are debt instruments shall be due and payable, (iv) waive the breach of the covenant by the Company in the Partnership Guarantee to restrict certain payments by the Company, or (v) consent to any amendment, modification or termination of any Affiliate Investment Instrument, where such consent shall be required from the investor, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Preference of the Partnership Preferred Securities; provided, howev- er, that if the Property Trustee on behalf of the Trust is the Holder of the Partnership Preferred Securities, such waiver, consent or amendment or other action shall not be effective without the prior or concurrent approval of at least a majority in liquidation amount of the outstanding Trust Preferred Securities having a right to vote on such matters. The General Partner shall not revoke any action previously authorized or approved by a vote of the Holders of the Partnership Preferred Securities without the approval of a Majority in Liquidation Preference of the Partnership Preferred Securities. The General Partner shall notify all Holders of the Partnership Preferred Securities of any notice of an Investment Event of Default received with respect to any Affiliate Investment Instrument.
(2) Any required approval of Holders of Partnership Preferred Securities may be given at a separate meeting of such Holders convened for such purpose or pursuant to written consent. The General Partner will cause a notice of any meeting at which Holders of Partnership Preferred Securities are entitled to vote, or of any matter upon which the action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Partnership Preferred Securities. Each such notice will include a statement setting forth (x) the date of such meeting or the date by which such action is to be taken, (y) a description of any matter proposed for adoption at such meeting on which such Holders are entitled to vote or of such matters upon which written consent is sought and (z) instructions for the delivery of proxies or consents....
GENERAL VOTING. (a) The Key Stockholders each agree to hold all Common Shares subject to, and to vote the Common Shares in accordance with, the provisions of this Agreement.
(b) Each Investor agrees to hold all of its Investor Shares subject to, and to vote its Investor Shares in accordance with, the provisions of this Agreement. 2 <PAGE> 5
GENERAL VOTING. A. The General Partner shall not (i) direct the time, method and place of conducting any proceeding for any remedy available, (ii) waive any Investment Event of Default that is waivable under the Affiliate Investment Instruments, (iii) exercise any right to rescind or annul a declaration that the principal of any Affiliate Investment Instruments that are debt instruments shall be due and payable, (iv) waive the breach of the covenant by the Company in the Partnership Guarantee to restrict certain payments by the Company, or (v) consent to any amendment, modification or termination of any Affiliate Investment Instrument, where such consent shall be required from the investor, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Preference of the Partnership Preferred Securities; provided, however, that if the Property Trustee on behalf of the Trust is the Holder of the Partnership Preferred Securities, such waiver, consent or amendment or other action shall not be effective without the prior or concurrent approval of at least a majority in liquidation amount of the outstanding Trust Preferred Securities having a right to vote on such matters. The General Partner shall not revoke any action previously authorized or approved by a vote of the Holders of the Partnership Preferred Securities without the approval of a Majority in Liquidation Preference of the Partnership Preferred Securities. The General Partner shall notify all Holders of the Partnership Preferred Securities of any notice of an Investment Event of Default received with respect to any Affiliate Investment Instrument.
GENERAL VOTING. Except as set forth below with respect to Unanimous Decisions (which are addressed in Section 7.4(b)), Major Decisions (which are addressed in Section 7.4(c)), Reserved Matters (which are addressed in Section 7.4(d)) or as otherwise described in this Agreement, all matters requiring the vote or action of the Board, or any action undertaken by the Board, must be authorized by the affirmative vote of a majority of the Directors. Each Director shall be entitled to one vote; provided, however, that in the event that any Voyager Director (other than the Management Director if any) or Airbus Director is absent or if there is any vacancy in the Voyager Directors (other than the Management Director if any) or Airbus Directors at any time when there is at least one Voyager Director (other than the Management Director if any) or one Airbus Director, as applicable, the vote of each of the Voyager Directors (other than the Management Director if any) or Airbus Directors, as applicable, present at a meeting (or consenting to any written consent) shall be automatically multiplied by a fraction, the numerator of which is the number of Voyager Directors (other than the Management Director if any) or Airbus Directors entitled to be designated by the Voyager Member or the Airbus Member, as applicable, and the denominator of which is the number of Voyager Directors (other than the Management Director if any) or Airbus Directors, as applicable, present or consenting. Without limiting the foregoing (and in addition to any other vote that may be required for a Unanimous Decision, a Major Decision or a Reserved Matter), the following actions by the Company or its Subsidiaries must be authorized by the affirmative vote of a majority of the Directors:
(i) the Company or any of its Subsidiaries incurring indebtedness or liabilities in excess of $2,000,000 individually or in a series of related transactions, including for trade-related liabilities incurred in the ordinary course of business;
(ii) appointing or removing external auditors of the Company and its Subsidiaries;
(iii) approving the annual audited consolidated financial statements of the Company;
(iv) the Company or any of its Subsidiaries initiating any material litigation or other material legal or administrative proceeding or entering into any settlement agreement or series of settlement agreements with respect to or otherwise resolving any such litigation or other legal or administrative proceeding; or
(v) the Company ...
GENERAL VOTING. Each Holder shall be entitled to the whole number of votes equal to the number of shares of Common Stock into which such holder's Preferred Shares would be convertible on the record date for the vote or consent of stockholders, and shall otherwise have voting rights and powers equal to the voting rights and powers of the Common Stock. Each holder shall be entitled to receive the same prior notice of any stockholders' meeting as is provided to the holders of Common Stock in accordance with the bylaws of the Company, as well as prior notice of all stockholder actions to be taken by legally available means in lieu of a meeting and shall vote as a class with the holders of Common Stock on all matters, except those matters required by law or by the terms hereof to be submitted to a class vote of the Holders of Preferred Shares, in which case the Holders of Preferred Shares only shall vote as a separate class.
GENERAL VOTING. Each Shareholder hereby agrees to vote his or its Shares in such a manner as to carry out and enforce this Agreement.
GENERAL VOTING. Each of Billing, ▇▇▇▇▇▇▇▇▇▇▇▇ and the Partnership -------------- agrees to vote his or its respective shares of capital stock of the Company in such a manner as to carry out and enforce the terms and intent of this Voting Agreement.
GENERAL VOTING. The Restricted Units shall be evidenced either (a) by certificates issued in the Employee’s name that are retained by the Partnership until the Restricted Units are no longer subject to the Forfeiture Restrictions or are forfeited or (b) in book entry form by the Partnership’s transfer agent with a notation that they are subject to restrictions. Notwithstanding the foregoing, the Employee shall have all voting rights, if any, with respect to the Restricted Units.
GENERAL VOTING. During any period in which all CS Shareholders hold in the aggregate between 50% and less than 90% of all voting securities of the Company, in the event any matter (other than a matter governed Section 1.1 hereof) is brought before shareholders of the Company for a shareholder vote (such matter, a “Company Matter”), each CS Shareholder agrees to cast, or cause to be cast, all votes entitled to be cast by or at the direction of such CS Shareholder for and against approval of such Company Matter pro rata in proportion to the votes cast for and against approval of such Company Matter by all non-CS Shareholders. For purposes of this Agreement, the term “Shares” shall mean and include any voting securities of the Company, now owned or subsequently acquired, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise, the holders of which are entitled to vote on such Company Matter or such matters pursuant to Section 1.1 hereof.