Voting of Common Stock. VHA agrees that from and after the date of the Closing through the fifth anniversary of the Closing (the "FIFTH ANNIVERSARY"), and for as long after the Fifth Anniversary as the outstanding shares of Common Stock (including Restricted Shares and Vested Shares) beneficially owned by VHA together with all "affiliates" (which for purposes of this Agreement (other than Section 4.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 0000 Xxx) of VHA exceeds 35% of the then outstanding Common Stock of Parent (the entire such period, the "RESTRICTED PERIOD"), to the extent that the outstanding shares of Common Stock (including outstanding Shares, Restricted Shares and Vested Shares) beneficially owned by VHA together with all affiliates of VHA exceeds 19.9% of the then outstanding Common Stock of Parent (the shares (including outstanding Shares, Restricted Shares and Vested Shares) in excess of such 19.9% threshold, "EXCESS Shares"), VHA shall, and shall cause its affiliates to, vote all Excess Shares it holds or is entitled to vote in proportion to the votes cast by all other stockholders of Parent in connection with each matter submitted to Parent's stockholders for approval, except that in the cases of (i) a proposed Change of Control, (ii) the election of VHA's designated nominees to the Board of Directors of Parent, or (iii) an amendment of the Certificate of Incorporation of Parent that would materially and adversely affect VHA as a Parent stockholder in a manner different from the effect such amendment would have on other Parent stockholders generally, VHA may vote without restriction a number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) it beneficially owns equal to the product of (A) a fraction, the numerator of which is equal to (w) the number of shares of Common Stock (including Shares, Restricted Shares and Vested Shares) VHA beneficially owns on the record date used to determine stockholders eligible to vote on such matter minus (x) the number of Restricted Shares that are not Vested Shares on such date, and the denominator of which is (y) the total number of shares of Common Stock outstanding on such date minus (z) the number of Restricted Shares that are not Vested Shares on such date, multiplied by (B) the total number of shares of Common Stock outstanding on such date, and any shares of Common Stock beneficially owned by VHA in excess of such number shall be voted as Excess Shares....
Voting of Common Stock. A Participant shall have the right to exercise any voting rights appurtenant to Restricted Stock without regard to any restrictions otherwise imposed by reason of this Agreement.
Voting of Common Stock. Each Shareholder hereby severally (and not jointly) agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of the Company, however called, or in any other circumstance in which the vote, consent or approval of shareholders of the Company is sought, such Shareholder shall (a) vote such Shareholder's shares of Common Stock to approve and vote in favor of the Merger Agreement; (b) vote such Shareholder's shares of Common Stock against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote such Shareholder's shares of Common Stock against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Buyer; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business.
Voting of Common Stock. At every meeting of the stockholders of the Company (hereinafter “Stockholders”) called subsequent to the date of this Agreement, and at every adjournment or postponement thereof, and on every action or approval by written consent, if any, of the Stockholders (collectively, the “Company Actions”), Holder shall appear at the meeting or otherwise cause any Excess Voting Shares (as defined below) to be present thereat for purposes of establishing a quorum and, to the extent not voted by the persons appointed as proxies pursuant to this Agreement, to vote all Excess Voting Shares then held by such Stockholder with respect to any and all Company Actions in such manner as directed by a majority of the Board. Notwithstanding the foregoing, Stockholder shall be permitted to vote any shares of Common Stock that it holds in its sole discretion that do not consist of Excess Voting Shares.
Voting of Common Stock. Stockholder hereby irrevocably agrees that, during the time this Agreement is in effect, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent (written or otherwise) or approval of stockholders of the Company is sought, Stockholder shall appear in person or by proxy (including for purposes of establishing a quorum) and (a) vote or cause to be voted Stockholder’s Shares to adopt, approve and vote in favor of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and any other actions or agreements required in furtherance thereof; (b) vote or cause to be voted Stockholder’s Shares against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) vote or cause to be voted Stockholder’s Shares against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation, tender or exchange offer or other business combination involving the Company or any of its subsidiaries; (ii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any change in the present capitalization or dividend policy of the Company; (v) any amendment of the Company’s certificate of incorporation or by-laws; or (vi) any other material change in the Company’s corporate structure or business. Stockholder further agrees that Stockholder shall not commit or agree to or enter into any contract, agreement, arrangement or understanding with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 2. Stockholder acknowledges that the agreement set forth in this Section 2 applies even if the Company breaches any of its representations, warranties, covenants or agreements set forth in the Merger Agreement.
Voting of Common Stock. During the period commencing on the date hereof and ending on the earlier of (i) the Standstill Termination Date, (ii) a Dividend Trigger Event that has not been cured within three months of the occurrence of such Dividend Trigger Event and (iii) the seventh anniversary of the Issue Date, each of the GSO Funds:
Voting of Common Stock. Each party shall, for itself and its Covered Entities:
Voting of Common Stock. Shareholder agrees and covenants that at any meeting of the shareholders of the Company and/or in connection with any corporate action by the shareholders of the Company, all of its respective shares of the Common Stock shall be voted by the Shareholder Representative in the manner and to the effect determined by said Shareholder Representative in his sole and absolute discretion. Accordingly, during the term of this Agreement, Shareholder shall not vote or attempt to vote any of its respective shares of the Common Stock, or otherwise exercise or attempt to exercise any voting or other approval rights of any of its respective shares of the Common Stock, and any such prohibited exercise by Shareholder of voting or approval rights shall be void and of no force or effect.
Voting of Common Stock. The Xxxxx Parties agree that at each meeting of stockholders of the Company and in any action by written consent of the stockholders of the Company, the Xxxxx Parties shall vote or execute consents in respect of, or cause to be voted or cause consents to be executed in respect of, all of the shares of Common Stock, or any other voting securities of the Company beneficially owned by the Xxxxx Parties or their affiliates or associates as follows:
Voting of Common Stock. UHC acknowledges and agrees that for so long as the outstanding shares of Common Stock (including the Shares and any outstanding Restricted Shares and Vested Shares, as such terms are defined in that certain Amendment to Amended and Restated Common Stock and Warrant Agreement, dated as of January 25, 2001, by and between the Company and UHC) beneficially owned by UHC and its "affiliates" (which for purposes of this Agreement (other than Section 3.12) shall have the meaning given such term in Rule 144(a)(1) promulgated under the 1933 Xxx) xxceeds 9% of the then outstanding Common Stock of the Company, the Shares shall be considered Excess Shares (as such term is defined in Section 6.1 of that certain Amended and Restated Common Stock and Warrant Agreement, dated as of March 30, 2000, by and between the Company and UHC (the "COMMON STOCK AND WARRANT AGREEMENT")) and shall be subject to the restriction set forth in Section 6.1 of the Common Stock and Warrant Agreement.
