Voting Arrangement. All voting trusts or similar agreements or arrangements of which I have knowledge under which more than 5% of the Company’s outstanding common stock, on an as converted basis, is held or to be held are described below: Names and Addresses of Voting Trustees Voting Rights and Other Powers Under Trust, Agreement or Arrangement
Voting Arrangement. Do you have knowledge of any voting trusts or similar agreements or arrangements pursuant to which more than 5% of the Company’s outstanding common stock, on an as converted basis, is subject are described below: ¨ Yes ¨ No If yes, please describe such agreements or arrangements below: Names and Addresses of Voting Trustees Voting Rights and Other Powers Under Trust, Agreement or Arrangement
Voting Arrangement. 9.1 The holders of the Series A Preference Shares, the holders of the Series B Preference Shares, the Ordinary Investor and the Management Shareholders hereby agree that the holders of the Series A Preference Shares and the holders of the Series B Preference Shares shall have the right to vote on an “as-if converted” basis, determined pursuant to the provisions of Article 9 of the Amended and Restated Articles of Association of the Company, as amended (the “Articles”) governing the conversion of the Series A Preference Shares and the Series B Preference Shares into Ordinary Shares, on any vote taken at any meeting, or in connection with any written consent, of the Company’s shareholders. Each of the Ordinary Investor and the Management Shareholders hereby agrees to take such action necessary to give effect to the foregoing, including voting or otherwise consenting with respect to a number of Ordinary Shares held by it as directed by (a) the holders of the Series A Preference Shares (with respect to the Series A Preference Shares) and (b) the holders of the Series B Preference Shares (with respect to Series B Preference Shares) so as to represent the additional Ordinary Shares such holders of the Series A Preference Shares and/or Series B Preference Shares, as applicable, would be entitled to receive if such holders had converted all of their then outstanding Series A Preference Shares and/or Series B Preference Shares, as the case may be, into Ordinary Shares the day of such vote or written consent.
Voting Arrangement. The Holder hereby agrees that the then serving Chief Executive Officer of the Company (the “CEO”) shall have an undivided non-transferrable right to vote all of the Holder’s Shares issued upon exercise of this Warrant (collectively, the “Company Securities”) (A) to the extent the CEO holds shares of capital stock in the Company, consistent with how the CEO votes his or her shares of capital stock in the Company and (B) otherwise, in the CEO’s sole discretion acting in good faith, on all matters submitted to a vote of the stockholders of the Company at a meeting of stockholders or through the solicitation of a written consent of stockholders (whether of any individual class of stock or of multiple classes of stock voting together) for so long as the Holder is the record or beneficial owner of the Shares (the “Proxy Term”) which right shall continue until this subsection terminates pursuant to Section 2(e)(vii); provided that the CEO’s right to vote the Company Securities is not in any way used or exercised to take any action to treat the economic rights of the Company Securities differently from those of the other outstanding shares of Common Stock (as defined in the Restated Certificate). The Holder agrees that unless the CEO provides explicit written instruction to vote the Company Securities under this Section 2(e) or the CEO provides explicit written notice that the Holder shall be permitted by the CEO to vote in a manner other than as the CEO instructs, then the Holder shall abstain from voting any of the Company Securities (in person, by proxy or by action by written consent, as applicable) on all matters submitted to a vote of stockholders of the Company. For the avoidance of doubt, any power or authority not expressly granted to the CEO pursuant to this Section shall be retained by the Holder.
Voting Arrangement. The Purchaser hereby undertakes that, upon the Closing, in the event it receives any document whereby a vote, resolution, consent or other approval (each a “Shareholder Vote”) of the Purchaser with respect to the Sale Shares then held by the Purchaser is sought (collectively, the “Voting Documents”), the Purchaser shall (a) cause a copy of such Voting Documents to be promptly provided to the Seller, and (b) cast such votes at any Shareholder Vote representing seventy percent (70%) of the Sale Shares then held by the Purchaser in accordance with the voting instructions given by the Seller, to the extent such voting instructions shall have been given to the Purchaser promptly and within the period prescribed in the relevant Voting Document. For the avoidance of doubt, nothing in this Letter shall limit the Purchaser’s right to cast such votes at any Shareholder Vote representing the remaining thirty percent (30%) of the Sale Shares then held by the Purchaser in its full discretion. In case of any dispute between the Purchaser and the Seller arising out of or in connection with any Shareholder Vote, the parties hereto shall use commercially reasonable efforts to ensure that the Purchaser and the Seller may each cast votes representing thirty percent (30%) and seventy percent (70%), respectively, of the Sale Shares then held by the Purchaser in such Shareholder Vote.
Voting Arrangement. Each Rollover Shareholder shall vote or cause to be voted all of the Rollover Shares owned by him/her/it as set forth opposite such Rollover Shareholder’s name on Schedule A (i) in favor of the approval of the Merger Agreement and the transactions contemplated therein and (ii) against any other Acquisition Proposal at any shareholders meeting of the Company.
Voting Arrangement. (a) Commencing on the date hereof and for so long as the Company shall fail to give effect to the sale hereunder of the Schedule I Shares, including the transfer of ownership thereof in all respects and for all purposes (including by way of failing to transfer ownership thereof on its books and records pursuant to the stock powers referred to in Section 3.1 upon presentment thereof), each Seller hereby irrevocably grants to, and appoints, the Buyer and any designee thereof, such Seller's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Seller, to attend any meeting of the stockholders of the Company on behalf of such Seller, to include such shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the Company, and to vote all such shares beneficially owned or controlled by such Seller, or to grant a consent or approval in respect of such shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company in connection with any and all matters that may be submitted to the stockholders of the Company in any way.
Voting Arrangement. Until August 3, 2001, the Executives will not, except in their capacities as members of the board of directors of the Company, directly or indirectly: (i) initiate the "solicitation" of proxies with respect to any Company common stock; or (ii) solicit proxies or become a participant or a "person conducting a solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934) with respect to any Company common stock in opposition to the recommendation of the board of directors of the Company with respect to any matters. In addition, until August 3, 2001, the Executives shall effect such action as may be necessary to insure that (i) all shares of Company common stock which are beneficially owned by them are voted in favor of all of the nominees to, and proposals of, the board of directors as approved by the board of directors, and (ii) are voted and deemed to be present in person or by proxy at all meetings of the shareholders of the Company so that all shares may be counted for purposes of determining the presence of a quorum at such meeting. The certificates representing the shares owned by the Executives shall not be legended to set forth the foregoing agreement, and any shares sold or transferred by the Executives following the date of this Agreement shall not be subject to the provisions of this Section 5 except to the extent to which such shares in the hands of the transferee are considered beneficially owned by either or both of the Executives. For purposes of this Agreement, the terms "beneficially own" and "beneficially owned" shall be determined in accordance with the provisions relating to beneficial ownership of securities included in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Voting Arrangement. So long as GSCP is entitled to ------------------ nominate one or more persons to serve as directors pursuant to Sections 8.1 and 8.2 hereof, each Stockholder agrees to vote all shares of capital stock of the Corporation Beneficially Owned by it with respect to the election or removal, to or from the Board of Directors of the Corporation, of the Cohen Designees and the GSCP Designees in a manner to effectuate txx xxovisions of this Section 8.
Voting Arrangement. (a) Each Holder hereby agrees to take such action as may be required so that all shares of voting securities of the Company beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) by such Holder, whether now held or hereafter acquired by conversion, purchase or otherwise (the “Voting Stock”), are voted at each election of directors to the Board of Directors of the Company (the “Board”) (whether by written consent or at an annual or special meeting of stockholders) for: (i) the Chief Executive Officer of the Company; (ii) one representative nominated by Xxxxx and/or Affiliates of Xxxxx; (iii) one representative nominated by Mellon and/or Affiliates of Mellon; (iv) one representative to be nominated by the Financial Investor (as defined below); and (v) one representative recommended by the Chief Executive Officer of the Company and nominated jointly by a majority of the outstanding shares of Series B Stock and Series A-1 Stock, who will be an outside director not employed by or otherwise affiliated with the Company, and initially to be _________________________. For purposes of this Section 1(a), “Affiliate” shall have the meaning set forth under Rule 144(a) of the Securities Act of 1933, as amended (the "Securities Act"), and for purposes of this Agreement shall include (A) a subsidiary or parent of a Holder, (B) a general, limited or retired partner of a Holder, (C) an affiliate fund of a Holder, (D) a member of a Holder that is a limited liability company, (E) a member of a limited liability company which is a member of a Holder, (F) the spouse, children, grandchildren or spouse of such children or grandchildren of a Holder, (G) senior employees of the manager of affiliated Holders that are investment funds, (H) persons and entities under common investment management with a Holder, or (I) trusts for the benefit of a Holder or such natural persons identified in clauses (F)-(H) above. For the purposes of this Section 1(a), the term “
