Mirror Voting. At any annual or special meeting of shareholders of the Company at which a vote will be taken (i) to opt-in to the “business combination” provisions of the Maryland General Corporation Law (the “MGCL”) by revoking, altering or amending Section 15 of Article II of the Bylaws, (ii) to opt-in to the “control share” provisions of the MGCL by revoking, altering or amending Section 13 of Article II of the Bylaws, or (iii) to opt-in to Subtitle 8 of Title 3 of the MGCL, or with respect to any written consent with respect to such matter(s) in lieu of a meeting, so long as the Yucaipa Shareholder Beneficially Owns 20% or more of the Fully Diluted Outstanding Shares as of the record date for such meeting, the Yucaipa Shareholder agrees to vote, or act by written consent with respect to, all Common Shares Beneficially Owned by it, at such meeting or to take all actions by written consent in lieu of such meeting as are necessary, for and against such matter(s) in proportion to the vote taken on all Common Shares not Beneficially Owned by it with respect to such matter(s).
Mirror Voting. The Corporation and the Trust hereby agree that all votes with respect to Common Stock held by the Trust from time to time in excess of 9.9% of the Corporation’s outstanding shares of Common Stock as of any applicable record date for voting shall, with respect to all matters subject to a vote of the shareholders other than matters directly related to the natural environment or safety, be cast in the same proportion as the votes of all other shareholders of the Corporation (herein referred to as “mirror voting”), unless on or before the Effective Date, the Corporation determines in good faith (taking into account relevant factors including, among other things, the outcome of any offering or issuance of Common Stock or equity-linked securities in furtherance of the Plan of Reorganization, to the extent then known), and after providing all reasonably requested information to, and consultation with, tax counsel to the Trust and to the Tort Claimants Committee, that the absence of mirror voting is reasonably necessary or advisable to preserve the ability of the Debtors to utilize their net operating loss carryforwards and other tax attributes without limitation under section 382 of the Internal Revenue Code of 1986, as amended, and any applicable state law. If the Corporation makes such a determination, the Corporation will deliver written notice to such effect to the Trust on or within two Business Days after the Effective Date. If mirror voting is so implemented, and upon the Trust’s request, the Corporation shall provide acknowledgement of and reasonable cooperation with the Trust’s position that it will not be an “affiliate” of the Corporation under Rule 144 as a result of its holding Registrable Securities; provided that the Corporation and its counsel shall not be required to deliver any legal opinion with respect to such matter. In the event mirror voting is implemented and (a) the Trust is determined to be an “affiliate” of the Corporation under Rule 144 or (b) the Corporation fails to comply in any material respect with its obligations under this Section 4.01, mirror voting shall be suspended automatically, effective as of the day on which the Trust delivers notice to the Corporation stating that the events described in clause (a) or (b) have occurred and describing in reasonable detail the circumstances giving rise thereto.
Mirror Voting. (a) At each annual or special meeting of the stockholders of Inspired at which a vote will be taken after the date of this Agreement, the LLC will timely vote such number of shares of Inspired’s common stock that are held by LLC (collectively, the “Covered Shares”) as it may hold on the record date with respect to such meeting, or authorize a proxy or proxies to timely vote such shares, on each matter submitted to a vote of the stockholders at such meeting, in proportion to the votes of all of the other stockholders of Inspired represented in person or by proxy at such meeting with respect to such matter (i.e., mirror voting). In determining the vote of such other stockholders, abstentions or “broker non-votes” with respect to any matter shall not be deemed to have been voted with respect to such matter.
Mirror Voting. Each Buyer shall vote its respective Shares and Additional Shares in the same proportion as the vote of all holders (excluding the Buyers) of shares of Common Stock; provided, however, such Buyer’s obligation with respect to this Section 4.4 shall only apply to such Buyer’s proportionate share of the Shares and Additional Shares held by all of the Buyers which in the aggregate exceeds 4.9% of shares of Common Stock outstanding.
Mirror Voting a. Pursuant to Section 6 of the Trust Agreement, at each annual or special meeting of the stockholders of Inspired at which a vote will be taken, the Trustee will timely vote such number of Landgame Shares that comprise the Trust Property as he may hold on the record date with respect to such meeting, or authorize a proxy or proxies to timely vote such shares, on each matter submitted to a vote of the stockholders at such meeting, in proportion to the votes of all of the other stockholders of Inspired represented in person or by proxy at such meeting with respect to such matter (i.e., mirror voting). In determining the vote of such other stockholders, abstentions or “broker non-votes” with respect to any matter shall not be deemed to have been voted with respect to such matter.
