Voting Commitments. (a) SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as of the record date for any meeting of stockholders of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings (i) in favor of the Company’s nominees, (ii) against the election of any directors that have not been nominated by the Company, (iii) in accordance with the Board’s recommendation with respect to auditor ratification proposals and (iv) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (iv), SRS shall be permitted to vote in its sole discretion (subject to any limitations attached to Excess Voting Rights pursuant to Section 4(b)) with respect to any proposal (A) related to an Extraordinary Transaction, (B) which has received an “against” recommendation from Institutional Shareholder Services, (C) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (D) related to new or amended incentive compensation plans.
Voting Commitments. Executive agrees that it will cause all Voting Securities Beneficially Owned by Executive as of the record date for any meeting of stockholders (or action via written consent) of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings in favor of any nominees of Board to serve as Independent Directors (“Company Nominees”), and against (or to withhold votes for) any director nominee for a position or vacancy on the Board that would otherwise be filled by any such Company Nominee, if elected.
Voting Commitments. SRS agrees that it will cause all Voting Securities Beneficially Owned by SRS as of the record date for any meeting of stockholders of the Company occurring during the Standstill Period (including, for the avoidance of doubt, Beneficial Ownership of any Voting Securities acquired after the date of this Agreement) to be present for quorum purposes and voted at such meetings (a) in favor of the Company’s nominees, (b) against the election of any directors that have not been nominated by the Company, (c) in accordance with the Board’s recommendation with respect to auditor ratification proposals and (d) in accordance with the Board’s recommendation with respect to any other proposal presented at such meeting, provided however, that in the case of this clause (d), SRS shall be permitted to vote in its sole discretion with respect to any proposal (i) related to an Extraordinary Transaction, (ii) which has received an “against” recommendation from Institutional Shareholder Services, (iii) related to the implementation of takeover defenses or adversely affecting the rights of stockholders, or (iv) related to new or amended incentive compensation plans.
Voting Commitments. The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company’s 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company’s independent registered public accounting firm, and (iv) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal and new equity compensation plan (collectively, the “2020 Proposals”), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4, the White Hat Parties may vote in accordance with the recommendation of Institutional Shareholders Services to the extent such recommendation differs from the voting commitments set forth herein and provided that the White Hat Parties do not publicly disclose their vote on such proposals if it differs from the Board’s recommendation; and provided, further, that White Hat Parties shall have the right to vote the shares of Common Stock beneficially owned by the White Hat Parties in their sole discretion with respect to all other proposals brought before the 2020 Annual Meeting. The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting.
Voting Commitments. (a) During the Standstill Period, each of the members of the Investor Group shall appear in person or by proxy at each Stockholder Meeting for quorum purposes and to vote all shares of Common Stock beneficially owned by it and over which it has voting power in accordance with the Board’s recommendations as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement filed in respect thereof with respect to: (i) the election, removal and/or replacement of directors (a “Director Proposal”), and (ii) any other proposal that is submitted to the stockholders of the Company for their vote, other than a proposal with respect to amendments to the Company’s 2017 Omnibus Incentive Plan (the “Incentive Plan”) to, among other things, increase the number of shares to be issued under the Incentive Plan (the “Stock Plan Amendment”), or an Extraordinary Transaction.
Voting Commitments. 2.1. Each Party hereby and through this instrument, irrevocably and irreversibly, undertakes to
Voting Commitments. KRI shall obtain from Xxxxxxx Xxxxxxx, ------------------- Xxxx Xxxxxxxxx and Xxxxx Xxxxxxx, members of the KRI Board of Directors and substantial shareholders of KRI, commitments to (i) vote the shares of stock of KRE which they will receive in the Distributions in favor of the Merger and (ii) subject to their fiduciary obligations as Directors, recommend to the members of their immediate families who are shareholders of KRI that they vote the shares of KRE stock which they will receive in the Distributions in favor of the Merger.
Voting Commitments. (a) During the Standstill Period, each of the members of the Investor Group shall, or shall cause its Affiliates and Associates to, appear in person or by proxy at each Stockholder Meeting for quorum purposes and to vote all shares of Common Stock beneficially owned by it and over which it has voting power in accordance with the Board’s recommendations as such recommendations of the Board are set forth in the applicable definitive proxy or consent statement filed in respect thereof with respect to (a) the election, removal and/or replacement of directors (a “Director Proposal”) and (b) any other proposal submitted to the stockholders at a Stockholder Meeting, other than a proposal with respect to an Extraordinary Transaction; provided, however, that in the event both ISS and Glass Lewis issue a voting recommendation that differs from the voting recommendation of the Board with respect to any Company proposal (other than Director Proposals) presented at any Stockholder Meeting, the members of the Investor Group shall be permitted to vote all or some shares of Common Stock they beneficially own and over which they have voting power at such Stockholder Meeting in accordance with such ISS and Glass Lewis recommendation.
Voting Commitments. (a) RBV and Buyer agree and acknowledge that pursuant to the RBV Voting Agreement and the Standstill Agreement, respectively, each of RBV and Buyer have the right to nominate a certain number of directors to the Board of Directors of the Company (the "BOARD").
Voting Commitments. In order to accomplish the purpose and intent of the preceding subparagraphs (a) and (b), namely that the MDS Nominee and the Company Nominee shall be elected to the Company’s Board of Directors and continue to hold such positions for the entire time the MDS Parties, or the Purchasers, as the case may be (together with their respective Affiliates and subsidiaries) hold the minimum number of shares of Common Stock specified in the first sentences of such subparagraphs, the Company shall cause the execution and delivery of a Nominee Voting Commitment in the form attached hereto as Exhibit G by each of the Persons named therein. The Purchasers, together with the Persons named herein as signatories to the Nominee Voting Commitments, collectively own or control at least 42.0% of the outstanding voting stock of the Company as of the date hereof. Further, each of the Purchasers hereby unconditionally and irrevocably covenants and agrees to vote all shares of voting stock of the Company now or at any time owned or controlled by such Purchaser at any regular or special meeting of the shareholders of the Company at which directors of the Company are to be elected (or pursuant to any written consent to effect the same) to cause the elections of the MDS Nominee and the Company Nominee.
