Vote Neutralization Sample Clauses

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Vote Neutralization. From and after the date hereof, for so long as the 12.5% Condition is satisfied, at any annual or extraordinary meeting of holders of capital stock of the Company, or in any action by written consent by such holders, at which directors of the Board are to be elected, each PCS Party shall abstain from voting, or cause to abstain from voting, all of its shares of Common Stock in respect of the election of any director nominated by the Governance and Sustainability Committee that is not a PCS Nominated Director. For the avoidance of doubt, such requirement to abstain from voting includes a requirement to submit a vote of “abstention” at any annual or extraordinary meeting of holders of capital stock of the Company. Notwithstanding the foregoing, the PCS Parties shall not be required to abstain from voting any of their respective shares of Common Stock in respect of the election of any Chair (i) that has not been nominated by the Governance and Sustainability Committee and proposed and recommended by the Board, or (ii) for so long as the PCS Parties beneficially own 100% of the shares of Common Stock and other equity securities of the Company that such Persons hold as of the date of this Agreement, that has been nominated by the Governance and Sustainability Committee and proposed and recommended by the Board if the Governance and Sustainability Committee as not (a) duly considered PCS' recommendations with respect to the identity of the Chair, as reasonably determined in good faith by PCS, or (b) consulted with PCS with respect to the identity of the Chair in accordance with Section 2.02(g).
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Vote Neutralization. Each Shareholder agrees that if at any time any action is to be taken by the Company’s shareholders (at a shareholders meeting, by written consent in lieu thereof or otherwise) such Shareholder, together with its controlled Portfolio Companies (excluding any thereof that are primarily engaged in asset management or other investment businesses in the normal course of their businesses) and Affiliates, beneficially owns Voting Securities (disregarding all Voting Securities subject to options, warrants, rights or convertible securities that are not themselves Voting Securities) representing a percentage of the Total Voting Power at such time in excess of such Shareholder’s Voting Limitation Percentage (such excess percentage, or, if less, the percentage of Total Voting Power at such time represented by Voting Securities beneficially owned by such Shareholder and its Affiliates, such Shareholder’s “Excess Voting Percentage”), then such Shareholder shall, in such Shareholder’s discretion, either (a) vote, or cause to be voted, Voting Securities representing such Excess Voting Percentage in accordance with the recommendation of the Board on such action or (b) vote or abstain, or cause to be voted or abstained, Voting Securities representing such Excess Voting Percentage in proportion to the votes and abstentions, as applicable, cast or made in connection with such action with respect to all Voting Securities other than those beneficially owned by any Person constituting a “Shareholder” under any Investor Agreement (including this Agreement) and its Affiliates. For purposes of this Section 4.02, “Voting Limitation Percentage” means, with respect to the Shareholders at any time, the percentage obtained by dividing (i) the total number of votes that may be cast by all Common Shares set forth opposite the Shareholders’ names on Exhibit A hereto (as such Common Shares are appropriately adjusted to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other similar transaction occurring after the date hereof) by (ii) the total number of votes that may be cast with respect to all Voting Securities outstanding as of such time. Upon the written request of the Company, each Shareholder will execute and deliver, or cause to be executed and delivered, to the Company a proxy in the form attached hereto as Exhibit E hereto in order to give effect to this Section 4.02.
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Vote Neutralization. Subject to Section 2.1(b) and Section 2.1(c), for the time period commencing on the sixth (6th) anniversary of the Closing Date, and ending on the ninth (9th) anniversary of the Closing Date, the provisions in Section 2.1(a) shall be in effect. (a) Subject to Section 2.9, at any annual or special meeting of holders of Capital Stock of the Company (however noticed or called), or in any action for written consent by such holders, at which any Company Sale is submitted for the approval of such holders, each ▇▇▇▇▇▇ Stockholder shall vote all of its respective ▇▇▇▇▇▇ Stockholder Shares, or cause all such ▇▇▇▇▇▇ Stockholder Shares to be voted, in a manner that is in direct proportion to the manner in which the other holders of Capital Stock entitled to vote thereon and voting in respect of such Company Sale transaction cast their votes (including, for this purpose, any abstentions and “withhold” votes, and treating broker non-votes and other shares not present and voting as if the relevant shares were voted as abstentions). For example, if votes are submitted with respect to 80% of the voting power of the shares of Capital Stock held by other stockholders, and 70% of those 80% are voted in favor of the Company Sale, 20% of the 80% are voted against the Company Sale and 10% of the 80% abstain, then the ▇▇▇▇▇▇ Stockholders would vote 56% of their shares in favor of the Company Sale, 16% against the Company Sale, and abstain with respect to 28%. From time to time before the scheduled date for any such meeting at the request of Investor, the Company shall inform Investor of the voting tabulations (including, for this purpose, all votes “for” or “against” and all “abstentions” and “withhold” votes) for such meeting (it being understood and agreed by the parties that the Company shall request the proxy solicitation firm engaged by it, if any, in connection with such meeting to provide such tabulations directly to Investor from time to time as such tabulations are provided to the Company) for the purpose of facilitating the obligations and agreements to vote the ▇▇▇▇▇▇ Stockholder Shares in accordance with the requirements of this Section 2.1(a); provided, however, that the failure of the Company to obtain, or the Investors to receive, voting tabulations on a daily basis pursuant to this Section 2.1(a) shall not relieve any ▇▇▇▇▇▇ Stockholder of his, her or its obligation to vote any such ▇▇▇▇▇▇ Stockholder Shares as provided in this Section 2.1(a). For so long as this...
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Vote Neutralization. (i) The Investor agrees that, to the extent that the Investor and its Controlled Affiliates own securities representing more than 9.9% of the aggregate voting power of the Company (any such securities, the “Excess Shares”), it will vote, or cause to be voted, such Excess Shares with respect to all matters to come before shareholders at such meeting in the same proportion (for, against or abstain) as all other shares are voted (other than any shares voted by or at the direction of (A) the Investor and its Affiliates and (B) the UST and any other agencies or departments of the United States Government). The Company agrees that in no event shall it permit any Excess Shares to be voted by the Investor except as in accordance with this Section 4.02(d). (ii) Additionally, by entering into this Agreement, to the maximum extent permitted by applicable law, the Investor hereby grants an irrevocable proxy appointing the Company and its officers attorney-in-fact and proxy for it and its Controlled Affiliates, but solely with respect to the Excess Shares, with full power of substitution, for and in the name of it and its Controlled Affiliates, to vote, express consent or dissent, or otherwise to utilize such voting power in respect of the Excess Shares to effect the voting neutrality provisions of Section 4.02(d)(i) as the Company or its proxy or substitute shall, in so effecting, deem proper with respect to the Excess Shares, and the Investor hereby revokes any and all previous proxies granted with respect to the Excess Shares for purposes of this Section 4.02(d). The proxy granted hereby is irrevocable, is coupled with an interest and is granted in consideration of the Company entering into this Agreement and incurring certain related fees and expenses; provided, however, that this irrevocable proxy shall expire the first time the number of Excess Shares shall equal zero. Upon expiration of this proxy, the Company agrees to execute any instruments or other documents required to effect such expiration. The Investor will execute and deliver, or cause to be executed and delivered, to the Company any separate instrument as requested by the Company to provide further evidence of the foregoing.
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Related to Vote Neutralization

  • Committee Composition The Redeployment Committee shall be comprised of equal numbers of representatives of the Hospital and of the Union. The number of representatives will be determined locally. Where for the purposes of HTAP (the Ontario Hospital Training and Adjustment Panel) there is another hospital-wide staffing and redeployment committee created or in existence, Union members of the Redeployment Committee shall serve on any such hospital-wide staffing committee established with the same or similar terms of reference, and the number of Union members on such committee will be proportionate to the number of its bargaining unit members at the particular Hospital in relation to other staff groups. Meetings of the Redeployment Committee shall be held during normal working hours. Time spent attending such meetings shall be deemed to be work time for which the representative(s) shall be paid by the Hospital at his or her regular or premium rate as may be applicable. Each party shall appoint a co-chair for the Redeployment Committee. Co-chairs shall chair alternative meetings of the Committee and will be jointly responsible for establishing the agenda of the Committee meetings, preparing minutes and writing such correspondence as the Committee may direct.

  • Board Composition Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.