Voting Terms Sample Clauses
The Voting Terms clause defines the rules and procedures governing how votes are conducted within an organization or group. It typically outlines who is eligible to vote, how votes are cast (such as in person, by proxy, or electronically), and the thresholds required for decisions to be approved, such as a simple majority or supermajority. By establishing clear guidelines for decision-making, this clause ensures transparency, fairness, and consistency in the voting process, helping to prevent disputes and confusion among participants.
Voting Terms. (a) During the term of this Agreement, Roff shall have the right to vote all the capital shares of the Compan▇ ▇▇th voting rights, including but not limited to the Common Stock and Preferred Stock of the Company, owned either directly or indirectly by the Shareholder ("Securities") as specified on the attached Schedule A hereto (including all Securities issued as dividends or distributions in respect thereof and as adjusted to reflect splits, combinations and conversions of the Securities as a result of the change in par value, merger, combination, exchange or otherwise), on all matters presented to the vote of the shareholders of the Company, either as separate classes or together as a single class, as Roff determines in his sole discretion; provided, however, that this A▇▇▇▇ment shall not grant to Roff the right to vote the Securities in connection with any transacti▇▇ ▇r contract between the Company and one or more of the Company's directors or officers, or between the Company and any other entity in which one or more of the Company's officers or directors is an officer or director or has a financial interest. The right to vote the Securities during the term of this Agreement is given irrevocably by Shareholder. Notwithstanding the forgoing, the Securities are subject to an option granted by the Shareholder to Roff of even date herewith, and it is agreed by the parties hereto, th▇▇ ▇o the extent the option is exercised by Roff, the number of Securities to which this Agreement applies and rep▇▇▇▇nted by the option shares will be decreased.
(b) For purposes of clarification, and not as a limitation, the right to vote the Securities shall extend to all matters presented to the shareholders of the Company including approvals of mergers, combinations, and acquisitions regardless of whether the Company is the surviving entity, reorganizations, recapitalizations, reclassifications, stock splits or exchanges, stock dividends, combinations of the capital securities of the Company, any change in the rights and privileges of the capital securities of the Company, any amendments to the certificate of incorporation of the Company and the election of directors.
(c) The term Company will include any successor to the Company by means of merger, combination or exchange.
Voting Terms. (a) So long as (i) ▇▇▇▇▇▇ is employed as the President of the Company or (ii) ▇▇▇▇▇▇ and ▇▇▇▇▇ together beneficially own five percent (5%) or more of all the Voting Securities (as defined herein), then ▇▇▇▇▇▇▇▇ shall use its best efforts to nominate ▇▇▇▇▇▇ for election as a director or appoint ▇▇▇▇▇▇ as a director of the Company and vote all of its Voting Securities for ▇▇▇▇▇▇ in an election of directors by the stockholders. ▇▇▇▇▇▇▇▇ shall not vote any of its Voting Securities for the removal of ▇▇▇▇▇▇ as a director, except in the event ▇▇▇▇▇▇ is being removed for "cause."
(b) So long as ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ together beneficially own five percent (5%) or more of all the Voting Securities, then each of Robert, Ellen, and ▇▇▇▇▇▇▇▇ shall use its best efforts to nominate ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ for election as a director or appoint either of them as a director of the Company and vote all their Voting Securities for ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ in an election by the stockholders. ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall not vote any of their Voting Securities for the removal of either ▇▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ as a director, except in the event either of them is being removed for "cause."
(c) So long as MRCo. beneficially owns five percent (5%) or more of all the Voting Securities, then each of ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall use its best efforts to nominate for election or appoint as a director of the Company a person selected by MRCo. and vote all their Voting Securities for such nominee in an election of directors by the stockholders. ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall not vote any of their Voting Securities for the removal of the director nominee of MRCo., except in the event the person is being removed for "cause." MRCo. agrees that any person nominated by it for election or appointment as director will be reasonably acceptable to the majority of the then sitting board of directors of the Company, which approval will not be unreasonably withheld and when withheld only upon written notice to MRCo. by the board of directors stating their specific objections to the nominee. Such notice shall be sent to
Voting Terms. (a) So long as (i) Robert is employed as the President of the Company or (ii) Robert a▇▇ ▇▇▇en together beneficially own five percent (5%) or mor▇ ▇▇ ▇ll th▇ ▇▇▇ing Securities (as defined herein), then each of Rosemary, Wharton and Seven Hills shall use its best efforts to nom▇▇▇▇▇ ▇▇be▇▇ ▇▇▇ election as a director or appoint Robert as a director o▇ ▇▇▇ Company and vote all of its Voting Secu▇▇▇▇▇▇ for Robert in an election of directors by the stockholders. Rosemary, W▇▇▇▇▇▇ and Seven Hills shall not vote any of their Votin▇ ▇▇▇▇▇▇ti▇▇ ▇▇▇ the removal of Robert as a director, except in the event Robert is being removed f▇▇ "▇▇use."
(b) So long as Chri▇▇▇▇▇▇r and Jeffrey together beneficially own five percent (5%) ▇▇ ▇▇▇▇ ▇▇ all ▇▇▇ ▇▇▇ing Securities, then each of Robert, Ellen, Rosemary, Wharton and Seven Hills shall use its best efforts to nom▇▇▇▇▇ ▇▇ri▇▇▇▇▇▇▇ and Jeffrey for election as directors or appoint them a▇ ▇▇▇▇▇▇▇▇▇ of t▇▇ ▇▇▇▇any and vote all of their Voting Securities for Christopher and Jeffrey in an election by the stockholders. Robert, ▇▇▇▇▇, ▇▇▇emary, ▇▇▇▇▇on and Seven Hills shall not vote any of their Votin▇ ▇▇▇▇▇▇ti▇▇ ▇▇▇ the removal of either Christopher or Jeffrey as a director, except in the event either of ▇▇▇▇ ▇▇ ▇▇ing ▇▇▇▇▇▇▇ for "cause."
(c) So long as MRCo. beneficially owns five percent (5%) or more of all the Voting Securities, then each of Robert, Ellen, Rosemary, Wharton and Seven Hills shall use its best efforts to nom▇▇▇▇▇ ▇▇r ▇▇▇▇▇▇▇n or appoint as a director of the Company an individual selected by MRCo. and vote all of their Voting Securities for such nominee in an election of directors by the stockholders. Robert, Ellen, Rosemary, Wharton and Seven Hills shall not vote any of their Votin▇ ▇▇▇▇▇▇ti▇▇ ▇▇▇ the removal of the director nominee of MRCo., except in the event the person is being removed for "cause." MRCo. agrees that any person nominated by it for election or appointment as a director will be reasonably acceptable to the majority of the then sitting board of directors of the Company, which approval will not be unreasonably withheld and when withheld only upon written notice to MRCo. by the board of directors stating their specific objections to the nominee. Such notice shall be sent to MRCo. within three (3) days of receipt of the name of the nominee by the Company for inclusion in the proxy statement of the Company relating to the election of directors or the appointment of such person to the board of director...