Excess Voting Power definition

Excess Voting Power. (as calculated from time to time, as required by this Agreement) shall mean the aggregate percentage of Voting Power represented by the Stockholder Group Shares out of the total Voting Power of the Common Stock issued and outstanding on the record date for the determination of stockholders entitled to receive notice of, and to vote at, any meeting of the Company’s stockholders or give a written consent, or in any other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is required and for which there is no record date, on the date of such vote, consent or approval, in each case, less the Maximum Percentage. For purposes of this Agreement, the number of Stockholder Group Shares that represent Excess Voting Power at any time shall be equal to the product of (i) the percentage at such time, determined as provided above, multiplied by (ii) the number of shares of Common Stock issued and outstanding on the applicable record date or other applicable date for which such determination is being made.
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Excess Voting Power. (as calculated from time to time as required by this Agreement) means the aggregate percentage voting power represented by the Subject Shares of the combined voting power of the outstanding Voting Securities less 45%, adjusted in accordance with the first sentence of Section 1.1(b), (ii) “Voting Securities” means securities of the Company having the power generally to vote on the election of directors and other matters submitted to a vote of stockholders of the Company and (iii) “affiliates” of the Principal Stockholder means any person or entity that directly, or indirectly through one of more intermediaries, controls, or is controlled by, or is under common control with, the Principal Stockholder.
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Excess Voting Power has the meaning set forth in Section 7.2 of this Agreement.
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Examples of Excess Voting Power in a sentence

  • Such voting trust arrangement, if implemented, shall terminate (i) upon termination of this Agreement, (ii) as otherwise agreed to by the parties or (iii) with respect to any shares of Common Stock that cease to represent Excess Voting Power, upon such shares ceasing to represent Excess Voting Power.

  • For avoidance of doubt, termination of the irrevocable Amendment Proxy shall not affect in any manner, revoke or terminate the irrevocable Excess Voting Power Proxy.

  • Following the Merger Closing, at any time that the CATL Parties’ and their Affiliates’ aggregate PublicCo Voting Percentage exceeds 9.8%, in any vote or action by written consent of the stockholders of PublicCo (including in connection with the election of directors), the CATL Parties shall, and shall cause their respective Affiliates to, vote a number of PublicCo Voting Securities representing the Excess Voting Power in accordance with the recommendation of the Board.

  • Liberty agrees that, if requested by DIRECTV, it shall transfer shares of Common Stock Beneficially Owned by it representing Excess Voting Power to an entity authorized to act as trustee, for the purpose of vesting in such entity the right to vote such shares of the Common Stock in accordance with this Agreement, pursuant to a voting trust agreement, acceptable to the parties, in compliance with Section 218 of the General Corporation Law.

  • The provisions of Section 3(a)(i) shall not apply to any Liberty Shares which do not represent Excess Voting Power.

  • Prior to such dates, the Excess Voting Power Proxy and the Amendment Proxy shall not be terminated by any act of Liberty or by operation of law, or by the occurrence of any other event or events, it being understood that actions taken by the Designated Proxy hereunder prior to the termination of this Agreement shall be and remain valid as if such event or events had not occurred, regardless of whether or not DIRECTV has received notice of the same.

  • If for any reason the proxy granted herein is not irrevocable, then the Principal Stockholder shall vote his Subject Shares representing Excess Voting Power in accordance with Section 2.1 above.

  • The provisions of Section 1.1(a) shall not apply to any Subject Shares which do not represent Excess Voting Power.


More Definitions of Excess Voting Power

Excess Voting Power has the meaning set forth in Section 1.03(b).
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Excess Voting Power. (as calculated as of the Post Closing Determination Time and at such other subsequent times, from time to time, as required by this Agreement) means the aggregate percentage voting power represented by the Subject Shares of the combined voting power of the outstanding Voting Securities less the Cap Amount, adjusted in accordance with the first sentence of Section 1.1(b), (iii) “Pre-Closing Determination Time” means the date and time immediately prior to the Expiration Date (as hereinafter defined), (iv) “Post Closing Determination Time” means the date and time immediately after the Expiration Date, (v) “Expiration Date” means the date and time denominated as such with respect to the Tender Offer (including extensions thereof) in the Schedule TO, (vi) “Voting Securities” means securities of the Company having the power generally to vote on the election of directors and other matters submitted to a vote of stockholders of the Company, and (vii) “affiliates” of the Principal Stockholder means any person or entity that directly, or indirectly through one of more intermediaries, controls, or is controlled by, or is under common control with, the Principal Stockholder.
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Excess Voting Power means the aggregate percentage voting power represented by the Subject Shares in excess of the Cap Amount that results from the Repurchase Program or any subsequent stock repurchases by the Company. For the avoidance of doubt, any excess voting power that is attributable to the later acquisition or purchase of securities (other than any acquisition or purchase of securities as a result of stock options, shares of restricted stock or restricted stock units granted to the Principal Stockholder by the Company) shall not be considered Excess Voting Power for purposes of this Agreement.
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Excess Voting Power means the number of votes represented by all PublicCo Voting Securities owned or held (whether legally, of record or beneficially), directly or indirectly, by the CATL Parties and their Affiliates in excess of the number of PublicCo Votable Shares.
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Excess Voting Power. (as calculated, from time to time, as required by this Agreement) means the aggregate percentage voting power represented by the Liberty Shares of the voting power of the Common Stock issued and outstanding on the record date for the determination of stockholders entitled to receive notice of, and to vote at, any DIRECTV Stockholders' Meeting, or in any other circumstances upon which a vote, consent or other approval (including, without limitation, by written consent) is required, on the date of such vote, consent or approval, less the Maximum Percentage. For purposes of this Agreement, the number of Liberty Shares that represent Excess Voting Power at any time shall be equal to the product of (i) the percentage amount at such time, determined as provided above, multiplied by (ii) the number of shares of Common Stock issued and outstanding at such time.
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Related to Excess Voting Power

  • Total Voting Power means, with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any meeting of stockholders of such Person if all securities entitled to vote in the election of directors of such Person (on a fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or convertible into, such voting securities) were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency).

  • Combined Voting Power means the aggregate votes entitled to be cast generally in the election of the Board of Directors, or similar managing group, of a corporation or other entity by holders of then outstanding Voting Securities of such corporation or other entity.

  • Voting Power means such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company.

  • Total Current Voting Power means, with respect to any entity, at the time of determination of Total Current Voting Power, the total number of votes which may be cast in the election of members of the board of directors of the corporation if all securities entitled to vote in the election of such directors are present and voted (or, in the event the entity is not a corporation, the governing members, board or other similar body of such entity).

  • Voting Parity Stock means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.