Non-Voting Stock. The Common Stock issuable hereunder shall be Non-Voting Common Stock. The Company, may at any time on or before September 30, 1996, amend its Certificate of Incorporation so as to provide for a class of Non-Voting Common Stock which shall have rights, preferences, and limitations which are identical, in every way, to the Common Stock of the Company outstanding on the date hereof, except that such class of Non-Voting Common Stock of the Company outstanding on the date hereof shall not have the right to vote on any matter except where expressly required by law, and the Non-Voting Common Stock shall be converted into and shall become, without the necessity of the exchange of certificates representing such stock, or any other action by the holder thereof, Common Stock of the Company (which shall have voting rights) upon the effectiveness of any registration statement filed under the Securities Act (as hereinafter defined) which registration thereunder includes Common Stock of the Company. At any time after such authorization of Non-Voting Common Stock by the Company, upon exercise of this Warrant, the holders thereof shall receive such Non-Voting Common Stock in lieu thereof and, under such circumstances, the references to "Shares" shall mean such Non-Voting Common Stock. Upon exercise of this Warrant prior to the creation of such Non-Voting Common Stock, the holder shall receive Common Stock of the Company and shall exchange such Common Stock for Non-Voting Common Stock of the Company when such Non-Voting Common Stock of the Company is so authorized and, after such exercise of the Warrant and prior to such exchange, shall be subject to an irrevocable proxy delivered at the time of such exercise authorizing such person or persons designated by the Company to exercise all voting rights with respect to such Common Stock.
Non-Voting Stock. Notwithstanding anything herein to the contrary, the Corporation shall not be authorized to issue non-voting capital stock of any class, series or other designation to the extent prohibited by Section 1123(a)(6) of chapter 11 of title 11 of the United States Code, as amended (the “Bankruptcy Code”); provided, however, that the foregoing restriction shall (i) have no further force and effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code, (ii) only have such force and effect for so long as such Section 1123(a)(6) is in effect and applies to the Corporation and (iii) be deemed void or eliminated if required under applicable law.]1
Non-Voting Stock. If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement and shares of Offered Stock are not purchased by the Transferee Stockholder’s Family Members pursuant to Section 6.1.2 hereof, each Remaining Stockholder, within the same thirty (30) day period allowed for the election to purchase shares of Offered Voting Stock pursuant to Section 6.1.3(a), may elect, but shall not be required, to purchase up to that proportion of the unpurchased shares of Offered Non-Voting Stock as the number of shares of Preferred Stock and Non-Voting Stock which such Remaining Stockholder owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Preferred Stock and Non-Voting Stock, other than the shares of Offered Non-Voting Stock, and any other shares of Non-Voting Stock or Preferred Stock, owned by the offering Transferee Stockholder.
Non-Voting Stock. Upon request of the Warrant Holder in connection with any proposed registration under the Securities Act of Warrant Shares held by the Warrant Holder and for purposes of complying with any law or regulation applicable to the Warrant Holder which shall be confirmed by an opinion of counsel for the Warrant Holder, the Company will at the Warrant Holder’s expense, amend its Certificate of Incorporation or other organizational documents (such amendment to be satisfactory in form and substance to the Warrant Holder), and take such other action as is necessary, to provide for the issuance of a class of non-voting Shares, the holders of which will have identical rights to those of the holders of the Shares, except for voting rights, and to the effect that the Warrant Holder or any of its Affiliates, as holders of such non-voting Shares shall not have the right to exchange and convert such units for Shares but that any transferee of the Warrant Holder or any of its affiliates shall have the right to exchange and convert such units for Shares. If the Certificate of Incorporation or other organizational documents of the Company is so amended upon the request of the Warrant Holder, any Warrant still held by the Warrant Holder after the registration of any of its Warrant Shares shall be deemed to be a Warrant for the purchase of such Shares but otherwise shall have the same rights and benefits as the original Warrant.
Non-Voting Stock. The Stock may be further subdivided in the Board’s discretion into separate series or subclasses of Stock, with rights, preferences and privileges as set forth in this Agreement, an amendment to this Agreement or in a separate certificate of designations of the rights, preferences and privileges of such series or subclass of Stock duly adopted and unanimously approved by the Board and all Stockholders with applicable approval rights, each of which will be attached as an exhibit to this Agreement. Stock may be issued, as authorized by the Board, only in accordance with the terms of this Agreement. The names of the Stockholders and the Stock held by such Stockholders, among other things, shall be as set forth on the Stockholders Schedule, as such schedule may be amended from time to time in accordance with the terms of this Agreement.
Non-Voting Stock. The Company shall have executed and returned to the Buyer the Redemption Agreement and Stock Right to the Buyer and, conditioned upon the execution and delivery of such documents by the Buyer or Buyer affiliates, taken such action as may be required to record on its record books the redemption of all 6,482,515 shares of the Company’s Class B Non-Voting Common Stock from the Rights Holder in consideration for the Stock Right pursuant to which the Rights Holder shall have the right to acquire 6,482,515 shares of Class A Voting Common Stock from the Company solely upon the Closing (or 6,482,515 shares of Class B Non-Voting Common Stock from the Company if the Agreement is terminated without Closing) per the terms of such Stock Right.
Non-Voting Stock. The Series A Preferred Stock is non-voting stock and does not entitle the Holder thereof to vote on any matter submitted to the shareholders of the Corporation for their action or consideration, except as provided in Section 5 below or as otherwise provided by the PBCL or the other provisions of the Articles of Incorporation or this Certificate of Designations.
Non-Voting Stock. If the Offer is rejected by the Company pursuant to Section 6.1.1 of this Agreement, each Remaining Stockholder, within the same thirty (30) day period allowed for the election to purchase shares of Offered Voting Stock pursuant to Section 6.1.2 (a), may elect, but shall not be required, to purchase up to that proportion of the shares of Offered Non-Voting Stock as the number of shares of Preferred Stock and Non-Voting Stock which such Remaining Stockholder owns as of the Offering Date bears to the aggregate number of then issued and outstanding shares of Preferred Stock and Non-Voting Stock, other than the shares of Offered Non-Voting Stock, and any other shares of Non-Voting Stock or Preferred Stock, owned by the offering Stockholder.
Non-Voting Stock. No later than May 15, 2000, the Company shall have amended its certificate of incorporation to provide for, in manner and substance satisfactory to the Majority Noteholders, a single class of non-voting common stock (and any other provisions required to be included in such certificate pursuant to the Warrants or the Option) with such terms, provisons and rights (including as to convertibility) as shall be satisfactory to the Majority Noteholders.
Non-Voting Stock. Notwithstanding anything to the contrary in this Certificate, the Corporation shall not be authorized to issue non-voting capital stock of any class, series or other designation to the extent prohibited by Section 1123(a)(6) of chapter 11 of title 11 of the United States Code, as amended (the “Bankruptcy Code”); provided, however, that the foregoing restriction shall (i) have no further force and effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code,
