Voting Limitations. Notwithstanding anything in Section 11.01 or the definition of “Required Lenders” to the contrary:
Voting Limitations. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period, and, except where the transfer books of the Corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which has been transferred on the books of the Corporation within twenty days next preceding such election of directors.
Voting Limitations. The Trustees shall not vote the Shares in favor of the sale, mortgage, or pledge of all or substantially all of the assets of the Settlor, or for any change in the capital structure or the powers of the Settlor, or in connection with any merger, consolidation, reorganization, dissolution or similar type of transaction involving the Settlor, not approved by the Settlor's Board of Directors.
Voting Limitations. UPM hereby agrees with Repap that it will not exercise any voting rights attached to the Option Shares to vote in favour of the Amalgamation.
Voting Limitations. The Trustees, and any successor, or holder of the Shares (other than the beneficial owners) shall vote the Shares in accordance with the recommendation of the Board of Directors of Settlor with regard to the election of Directors to the Board of directors of Settlor and any sale, mortgage, or pledge of all or substantially all of the assets of the Settlor, or for any change in the capital structure or the powers of the Settlor, or in connection with any merger, consolidation, sale, reorganization, dissolution or similar type of transaction involving the Settlor, unless the Trustees are advised by counsel in writing that to do so would violate their fiduciary duty to the beneficial owners.
Voting Limitations. ALCATEL hereby agrees with NEWBRIDGE that, unless the tax change provisions of the voting agreement with Xx. Xxxxxxxx have been triggered, it will not exercise any voting rights attached to the Option Shares to either vote in favour of the Arrangement or vote against any other Acquisition Proposal.
Voting Limitations. On all matters (including, without limitation, the election of directors), other than Fundamental Matters (as defined below), a Dominant Shareholder (as defined below) shall not be entitled independently to vote, or consent with respect to, in excess of 34.07% of the voting power of the outstanding voting stock of the Corporation, and all other shares of the voting stock held by a Dominant Shareholder shall be voted, or consented with respect to, in proportion to the way in which the other shareholders of the Corporation who are not affiliated with a Dominant Shareholder vote or consent their respective shares of the voting stock. In addition, a Dominant Shareholder shall not be permitted to use its voting power in the Corporation to initiate a Fundamental Matter, or otherwise seek or propose to amend the governing documents of the Corporation or any of its subsidiaries, or the operating agreement of American Transmission Company LLC, to provide voting or consent rights with respect to a matter that does not, as of January 14, 2015, require a vote or consent of the shareholders of the Corporation, or require a vote or consent of the members of American Transmission Company LLC, as applicable.
Voting Limitations. Notwithstanding the foregoing, to the extent the quotient of the Accrued Value and the Conversion Price would exceed the Voting Cap, each Share shall be entitled to a number of votes per Share equal to the Voting Cap, with the number of votes per Holder determined as the product (rounded down to the nearest whole Share) of the aggregate number of Shares held by such Holder on the record date for determining stockholders entitled to vote on such matter and the Voting Cap.
Voting Limitations. Notwithstanding anything to the contrary in the certificate of designation, the holder of the Series A Stock shall not be entitled to vote its Series A Stock in excess of the Maximum Percentage. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage voting rights limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage voting limitation. The limitations contained in this paragraph shall apply to a successor owner to Sileas of Series A Stock.
Voting Limitations. Notwithstanding any provision of the Restated Certificate, Warburg covenants that it shall only vote such number of shares of Series A Preferred Stock, Series B Preferred, Series C Preferred Stock and Class A Common Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as would equal up to 49.9% of the Voting Shares (as defined in the Restated Certificate) then issued and outstanding and shall abstain from voting any additional shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Class A Common Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock that it would otherwise be entitled to vote under the Restated Certificate in excess of such 49.9% of the Voting Shares.
