Voting Restrictions Clause Samples

Voting Restrictions. Section 3.01 Voting of Corner Store Common Stock. 23

Voting Restrictions a. Stockholder understands and agrees that if Stockholder attempts to vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Liquidia shall not, and Stockholder hereby unconditionally and irrevocably instructs Liquidia to not, record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. b. Except as otherwise permitted by this Agreement, Stockholder will not commit any act that restricts Stockholder’s legal power, authority and right to vote all of the Shares or otherwise prevent or disable Stockholder from performing any of Stockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement, Stockholder will not enter into any voting agreement with any person with respect to any of the Shares, grant any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person limiting or affecting Stockholder’s legal power, authority or right to vote the Shares in accordance with this Agreement.

Voting Restrictions. (a) ▇▇. ▇▇▇▇▇ agrees to vote the shares of Common Stock or Class A Common Stock Beneficially Owned by him to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement. (b) The Stockholders agree to vote any shares of Common Stock or Series B Preferred Beneficially Owned by the Stockholders to effect the terms of Article II of this Agreement and on other matters to vote in a manner consistent with the terms of this Agreement.

Voting Restrictions. (a) In connection with each vote or written consent of the holders of Common Stock, JEDI and its Affiliates shall vote, or consent with respect to, and cause each of its Affiliates and each Group of which it is a member, to vote or consent with respect to, all Excess JEDI Shares in respect of the matters subject to such vote or consent in the same proportion that all other Equity Securities of the Company (other than Equity Securities of the Company owned by JEDI, Anschutz, any of their respective Affiliates or any Group of which any such entity is a member) are voted or with respect to which such consent is given by holders of such Equity Securities with respect to such matter; provided, however, that notwithstanding the foregoing, each of JEDI, its Affiliates and such Groups at all times may vote, or consent with respect to, Excess Purchaser Securities (1) for the election of the JEDI Designee, (2) as JEDI, such Affiliate or such Group shall determine with respect to each Section 16(b) Matter with respect to which (A) any of JEDI and its Affiliates and the respective Groups in which any of them may be members will have or may, directly or indirectly, have Section 16(b) Liability and (B) there shall not have been entered, as of the date such vote or consent shall be required to be given, a final judgment to the effect that JEDI and its Affiliates and the respective Groups in which any of them may be members do not and will not, directly or indirectly, have any Section 16(b) Liability, which judgment shall not be subject to appeal and is res judicata as to all matters that may give rise to Section 16(b) Liability in connection therewith, and (3) as otherwise approved by the Board of Directors of the Company, including a majority of Independent Directors, with respect to the matter subject to such vote or consent. (b) Notwithstanding anything contained in this Agreement, JEDI and its Affiliates and the respective Groups in which any of them may be members shall not be restricted in any manner whatsoever from voting, or consenting with respect to, Equity Securities of the Company owned by any of them that are not Excess JEDI Shares with respect to the matter subject to such vote or consent. (c) The provisions of Section 3.1(a) shall terminate contemporaneously with the termination of the restrictions contained in the Anschutz Shareholders Agreement on the voting by Anschutz of its Excess Purchaser Securities (as defined in the Anschutz Shareholders Agreement...

Voting Restrictions. (a) From the Closing Date until the first date on which XM Ventures and the Significant Stockholders hold less than 15% of the then outstanding shares of AMSC Common Stock (the "Mirror Voting Period"), XM Ventures and each Significant Stockholder shall, with respect to any vote or consent by the holders of AMSC Common Stock on any matter, be present in person or represented by proxy at any meeting of the AMSC stockholders to consider such matter, and shall vote such shares of AMSC Common Stock held by them, or sign any such consent, in proportion to the votes or consents of all other AMSC stockholders voting on or consenting to such matter. (b) Following the expiration of the Mirror Voting Period, XM Ventures and the Significant Stockholders shall vote the AMSC Common Stock held by XM Ventures and the Significant Stockholders, respectively, as each determines in its own discretion.

Voting Restrictions. Each of Thomson and Thomson-Reuters agree that it shall procure that no voting rights for the time being attaching to any shares in the other beneficially owned by it, or any of its Subsidiaries, are exercised on any resolution put to any shareholders meeting of the other.

Voting Restrictions. In accordance with the terms of existing obligations of the Company and Thermo, Thermo shall not exercise any right to vote the Shares in the election of directors of the Company as long as Thermo and its affiliates own 70% or more of the voting common stock of the Company.

Voting Restrictions. (a) So long as the Fund owns any Royalty Shares, with respect to all actions to be taken by Interneuron or its stockholders (whether by proxy or consent) on which holders of Common Stock have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of Interneuron capital stock (a "Stockholder Action"), the Fund hereby agrees and hereby irrevocably (i) makes, constitutes and appoints the Trustee (the "Fund Voting Designee") to act as the Fund's true and lawful proxy and attorney-in-fact in the name and on behalf of the Fund, with full power to appoint a substitute or substitutes with respect to any Royalty Shares owned by the Fund, and (ii) directs the Fund Voting Designee to vote the Royalty Shares owned by it, at the time and from time to time, with respect to all Stockholder Actions, in the place and stead of the Fund, in the same manner and proportion as the holders of outstanding shares of Common Stock, other than the Fund, and other securities of Interneuron entitled to vote on a Stockholder Action, voting as one class ("Voting Securities") and represented in person or by proxy, vote their shares in connection with a Stockholder Action. For example, if a particular Stockholder Action receives the affirmative vote of holders of sixty percent (60%) of the Voting Securities represented in person or by proxy, then sixty percent (60%) of the Royalty Shares shall be voted in favor of the Stockholder Action. By giving this proxy the Fund hereby revokes any other proxy granted by the Fund to vote any of the Royalty Shares owned by it. The proxy granted herein shall expire when all of the Royalty Shares owned by the Fund have been sold. (b) All power and authority hereby conferred is coupled with an interest and is irrevocable, shall not be terminated by any act of the Fund or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all beneficiaries, heirs at law, legatees, distributees, successors, assigns and legal representatives of the Fund. If after the execution of this Royalty Agreement the Fund shall cease to have appropriate power or authority, or if any other such event or events shall occur, the Fund Voting Designee is nevertheless authorized and directed to vote any Royalty Shares owned by the Fund in accordance with the terms of this Royalty Agreement as if such lack of appropriate power or authority or other event or ...

Voting Restrictions. Each party agrees that it shall procure that no voting rights for the time being attaching to any Ordinary Shares in the other party beneficially owned by it, or by any member of its Group, are exercised on any resolution put to any shareholders meeting of the other party.