Voting by Class Sample Clauses

Voting by Class. (a) Except as otherwise provided by this Agreement or as otherwise required by the Delaware Act or Applicable Law: (i) each Member shall be entitled to one vote per Unit on all matters upon which the Members have the right to vote under this Agreement; (ii) except as set forth in this Agreement regarding Class A Units, Class B Units and Class B-1 Preferred Units with respect to the Innventure Business and all assets of the Company not held within Class PCTA or Class I: (i) any vote with respect to each class, or relating to the assets held within such class, shall only be made by the holders of Units of such class; (ii) the holders of Units of any other class, by virtue of their ownership of Units of a different class, shall not be entitled to vote on any matters required or permitted to be voted on by the Members holding Units of any other class; and (iii) the Class C Units shall be nonvoting with respect to any and all matters except as required by Applicable Law; (iii) as to any member vote by the Company with respect to its Purecycle Common Stock, each Member holding Class PCTA Units shall be entitled to vote the number of Purecycle Common Stock held by the Company in its Class PCTA Business (i.e. not contributed to the Innventure Business by Innventure1 under Section 5.01(b)(B)) equal to such Member’s Class PCTA Percentage; (iv) as to any member vote by the Company or member vote by Innventus Fund GP with respect to Innventus Fund GP’s role as general partner of the Innventus Fund not solely related to the Innventus Fund Partnership Percentage, each Member holding Class A Units, Class B Preferred Units and/or Class B-1 Preferred Units shall be entitled to vote its Class A Units, Class B Preferred Units and/or Class B-1 Preferred Units, calculated as a single class; (v) as to any member vote by the Company or member vote by Innventus Fund GP solely with respect to Innventus Fund GP’s Innventus Fund Partnership Percentage, each Member holding Class I Units shall be entitled to vote its Class I Units; and (vi) as to any member vote by the Company not described in Sections 4.07(a)(ii)-(vi), each Member holding Class A Units, Class B Preferred Units and/or Class B-1 Preferred Units shall be entitled to vote its Class A Units, Class B Preferred Units and/or Class B-1 Preferred Units, calculated as a single class.
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Voting by Class. In addition to any written consent of Lenders required under Section 12.6.1: (i) No amendment to, or modification, termination or waiver of the provisions of Sections 2.1, 2.2 or 4 that has the effect of changing any interim scheduled payments, voluntary or mandatory prepayments or Commitment reductions applicable to either Class (such Class being the "Affected Class") in a manner that disproportionately disadvantages such Class relative to the other Class shall be made without the written consent of the Required Class Lenders of the Affected Class (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any such action to be taken). (ii) No amendment to or modification of this Section 12.6.2, or of the definition of Required Class Lenders, shall be made without the written consent of the Required Class Lenders for each of the Revolving Loan and the Term Loan (other than Delinquent Lenders during the existence of a Delinquency Period so long as such Delinquent Lender is treated the same as the other Lenders with respect to any such action to be taken).
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Voting by Class. In any case where a class or series of membership units is entitled to vote, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership units present of that class or series, or of the total outstanding membership units of that class or series, as the proportion required pursuant to subdivision (1) of this subsection a, unless the Articles of Organization require a larger proportion. Unless otherwise stated in the Articles of Organization in the case of voting as a class, the minimum percentage of the total voting power of membership units of the class or series which must be present shall be equal to the minimum percentage of all membership units entitled to vote required to be present under Section 9 of this Article.
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Voting by Class. In any case where a class or series of Membership Interests is entitled to vote as a class or series, the matter being voted upon must receive: (i) The affirmative vote of the owners of the required proportion of the Membership Interests of each class or series present at such meeting, as set forth in Subsection A. above; or (ii) The affirmative vote of the owners of the required proportion of the total outstanding Membership Interests of all classes or series entitled to vote, as set forth in Subsection A, above; unless the Articles of Organization or a Membership Control Agreement requires a larger proportion. Unless otherwise stated in the Articles of Organization, a Membership Control Agreement or in this Operating Agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of Membership Interests of the class or series that must be present to constitute a quorum for such vote shall be equal to the minimum percentage of all Membership Interests entitled to vote required to be present under Article 2.6 hereof.
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Related to Voting by Class

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • Limitations on Voting Rights (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

  • Voting Rights The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall ▇▇▇▇ the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) directors.

  • Notice and Voting Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.

  • Voting of Proxies The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, respectively.