Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree (and each agrees to cause each member of its Stockholder Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy or otherwise), (x) to vote against (and not act by written consent to approve) such Contingent Matter unless Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the Stockholder whose consent is then required) have consented to such Contingent Matter in accordance with the provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable).
Voting on Certain Matters. 10 SECTION 3.2 Restrictions on Other Agreements.............................11 SECTION 3.3 Irrevocable Proxy of Universal...............................12 SECTION 3.4 Irrevocable Proxy of Liberty.................................12 SECTION 3.5 Cooperation..................................................13 TRANSFER OF COMMON SHARES
Voting on Certain Matters. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, Liberty and Xxxxxx agree (and each agrees to cause each member of its Stockholder Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all Common Shares held by any BDTV Entity), (x) to vote against (and not act by written consent to approve) such Contingent Matter (including causing each BDTV Entity to vote all Common Shares held by it against approval of such Contingent Matter and not executing any written consents with respect to such Common Shares held by any BDTV Entity) unless Liberty and Xxxxxx (or, if either such Stockholder’s consent is no longer required pursuant to the Governance Agreement, the Stockholder whose consent is then required) have consented to such Contingent Matter in accordance with the provisions of the Governance Agreement and (y) to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty and/or Xxxxxx (as applicable).
Voting on Certain Matters. Each of Liberty and A/N agrees to vote or act by written consent with respect to all Common Shares with respect to which it has the power to vote (whether by proxy or otherwise) in accordance with Section 3.2(h) of the Stockholders Agreement.
Voting on Certain Matters. The Members shall cooperate in good faith, and shall provide all Voting Support necessary, such that:
Voting on Certain Matters. Subject to Sections 2(a)(ii) and 2(d), in the event that any of the matters specified in clauses (i) through (iv) below is presented to the stockholders of Splitco for approval or the stockholders of Splitco propose to act by written consent on any such matter, Xxxxxx (on behalf of the Xxxxxx Group) and Xxxxxx will seek to agree upon how the Covered Shares will be voted on such matter. If Xxxxxx and Xxxxxx reach an agreement as to how the Covered Shares are to be voted on such matter, Xxxxxx will vote the Covered Shares entitled to vote thereon as so agreed. In the event Xxxxxx and Xxxxxx do not agree on how the Covered Shares are to be voted on such matter, Xxxxxx will be required to vote and will vote all Covered Shares entitled to vote thereon against such proposal. The foregoing provisions will be applicable to the following matters:
Voting on Certain Matters. (a) In connection with any vote or action by written consent of the Board relating to a Merger, Dissolution or Certificate Amendment or the amendment or repeal of any provision of, or the addition of any provision to, the Bylaws (a "Bylaw Amendment"), each Stockholder agrees to use its best efforts to cause the Director(s) designated by such Stockholder, to vote against (and not consent to) such Merger, Dissolution, Certificate Amendment or Bylaw Amendment at the request of SPE or USI, provided, that at the time SPE or USI delivers such request its Applicable Percentage exceeds the Minimum Percentage.
Voting on Certain Matters. Whenever from time to time the Company shall propose that, in accordance with Section 8 of the Series A Certificate of Designations or the Series B Certificate of Designations, as the case may be, the Company shall amend the Series A Certificate of Designations or the Series B Certificate of Designations, as applicable, then, except to the extent set forth in Section 8(b) of the Series B Certificate of Designations, the Holders agree to vote their shares of Series A Preferred Stock and Series B Preferred Stock on such amendment only as provided in this Section 7. Prior to taking a vote of Holders of Series A Preferred Stock on the amendment of the Series A Certificate of Designations, the Company shall by written poll of the Holders of the outstanding shares of Series A Preferred Stock and the holders of outstanding shares of Common Stock determine whether such Holders and holders wish to have the outstanding shares of Series A Preferred Stock voted in favor of or against such amendment, or to abstain from voting thereon. If holders of a majority of the outstanding shares of Series A Preferred Stock and Common Stock (determined on an as converted to Common Stock basis) respond to such poll in favor of such amendment, then the Company shall so notify the Holders. Such notice shall state the aggregate number of shares of Series A Preferred Stock and Common Stock the holders of which responded to such poll in favor of such amendment. Prior to taking a vote of Holders of Series B Preferred Stock on the amendment of the Series B Certificate of Designations, the Company shall by written poll of the Holders of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock and the holders of outstanding shares of Common Stock determine whether such Holders and holders wish to have the outstanding shares of Series B Preferred Stock voted in favor of or against such amendment, or to abstain from voting thereon. If holders of a majority of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock (determined on an as converted to Common Stock basis) respond to such poll in favor of such amendment, then the Company shall so notify the Holders. Such notice shall state the aggregate number of shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock the holders of which responded to such poll in favor of such amendment.
Voting on Certain Matters. 17 SECTION 4.2 Irrevocable Proxy........................................... 17 SECTION 4.3 Quorum...................................................... 18
Voting on Certain Matters. (a) Each of the Dxxxxx Parties will vote all Covered Shares held by him or it and entitled to vote thereon in favor of the election of Lxxxx as a member of the Board at each stockholder meeting at which Lxxxx stands for such election.
