Other Matters Subject to Stockholder Vote Sample Clauses

Other Matters Subject to Stockholder Vote. Subject to Section 2.1, each Principal Stockholder shall be entitled to instruct Eclipse Holdings to vote, in such Principal Stockholder’s sole discretion, the number of shares of Common Stock held by Eclipse Holdings as of the applicable voting record date that such Principal Stockholder would receive pursuant to the terms of the limited partnership agreement of Eclipse Holdings following the complete distribution on such record date of the shares of Common Stock held by Eclipse Holdings on such record date. Subject to Section 2.1, following any actual distribution of shares of Common Stock by Eclipse Holdings, each Principal Stockholder shall be entitled to vote such distributed shares of Common Stock in such Principal Stockholder’s sole discretion.
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Other Matters Subject to Stockholder Vote. The Stockholders further agree that with respect to any other proposal on which stockholders have the right to or will vote on or consent to, including the election of each Director (other than the Phoenix Directors and the Xxxxxxx Directors, which is subject to subsection (a) of this Section 3), the Stockholders (through their respective Representatives) will meet and confer (which may be in person, by phone, or in writing) for a reasonable amount of time prior to the date of the stockholder vote or consent on such proposal, in an effort to agree on how their respective Shares would be voted (whether for, against or withheld), or if such Shares would consent with respect to such proposal. Each Stockholder shall be notified by its respective Representative as to whether an agreement was reached and, if an agreement was reached, how the Shares were agreed to be voted or if consent would be given. The Phoenix Representative and the Xxxxxxx Representative shall, pursuant to the proxy granted under Section 3(c), vote the Shares of the Phoenix Stockholder and the Xxxxxxx Stockholder, respectively, or consent with respect to such Shares in accordance with such agreement. With respect to each proposal as to which no agreement was reached, each of the Phoenix Representative and the Xxxxxxx Representative agrees not to vote or consent with respect to, respectively, any of the Phoenix Stockholder’s or the Xxxxxxx Stockholder’s Shares (and each Stockholder agrees that it shall not vote or consent with respect to any of its Shares). NY #1725506 v9
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Other Matters Subject to Stockholder Vote. So long as any Warrant remains outstanding and the Voting Amount (as defined below) is greater than zero, each Stockholder (including any person or entity purchasing or succeeding, by conversion or otherwise, to any shares of Class A Stock or Class B Stock or other capital stock with the right to vote on such matter (the "Voting Stock")), agrees to vote all Shares held by such Stockholder on all matters submitted to the Stockholders for vote (other than those covered by subparagraph (a) above) in support of any determination made by the Requisite Equity Holders pursuant to the provisions of this subparagraph (e).
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Related to Other Matters Subject to Stockholder Vote

  • Shares Subject to Agreement The Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in Section 5, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of the Shares. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Committee to be applicable are satisfied.

  • Shares Subject to the Plan Subject to the provisions of Section 13 of the Plan, the maximum number of Shares that the Company may issue for all Awards is 1,453,334 Shares, provided that the Company shall not make additional awards under the Commonwealth Energy Corporation 1999 Equity Incentive Plan, as amended and assumed by Commerce Energy Group, Inc. For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury. Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 13 below, the number of Shares that are available for ISO Awards shall be determined, to the extent required under applicable tax laws, by reducing the number of Shares designated in the preceding paragraph by the number of Shares granted pursuant to Awards (whether or not Shares are issued pursuant to such Awards), provided that any Shares that are either issued or purchased under the Plan and forfeited back to the Plan, or surrendered in payment of the Exercise Price for an Award shall be available for issuance pursuant to future ISO Awards.

  • Stock Subject to the Plan Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is 50,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, is forfeited back to or repurchased by the Company, the unpurchased Shares (or for Restricted Stock, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, all shares which are the subject of an issued SAR shall cease to be available under the Plan, except for SARs which expire or become unexercisable without having been exercised in full. Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price or are forfeited to the Company, such Shares shall become available for future grant under the Plan. For the avoidance of doubt, except for Awards which expire or become unexercisable without having been exercised in full, the following Shares shall not become available for issuance under the Plan: (i) Shares tendered by Participants as full or partial payment to the Company upon exercise of Options granted under the Plan; (ii) Shares reserved for issuance upon the grant of SARs, to the extent the number of reserved Shares exceeds the number of Shares actually issued upon exercise of the SARs; and (iii) Shares withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of options or SARs granted under the Plan or upon any other payment or issuance of Shares under the Plan.

  • Consideration; Subject to Plan The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to them in the Plan.

  • RSUs Subject to Plan By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Stock Subject to Plan The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.

  • Securities Subject to This Agreement The securities entitled to the benefits of this Agreement are the Registrable Securities.

  • Agreement Subject to the Plan This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Holder hereby acknowledges receipt of a copy of the Plan.

  • Shares Subject to Award The Award consists of 25,000 shares (the “Shares”) of common stock of the Company (“Stock”). The undersigned’s rights to the Shares are subject to the restrictions described in this Agreement and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other restrictions, if any, as may be imposed by law.

  • Agreement Subject to Plan This Option Agreement is subject to the Plan. The terms and provisions of the Plan (including any subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All definitions of words and terms contained in the Plan shall be applicable to this Option Agreement.

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