PROPORTIONAL VOTING. For so long as Seagate owns (of record or beneficially) at least 5% of the outstanding Common Stock of Newco in connection with all matters to be voted on by the stockholders of Newco, Seagate shall vote all shares of Newco Common Stock then owned, directly or indirectly, by it in the same proportion as the votes cast by all other holders of Newco's Common Stock, except that Seagate may vote its shares as it determines in its sole discretion as to the following specific matters: (i) a change in the Fundamental Rights (as defined below) of Newco Common Stock; and (ii) a recapitalization in which Newco Common Stock is converted or exchanged for a security having substantially different Fundamental Rights than Newco Common Stock (but in all events excluding any recapitalization or reorganization accomplished in connection with a Corporate Event). A "CORPORATE EVENT" shall include any merger, acquisition, consolidation or reorganization, any transaction of a type contemplated by Section 351 of the Internal Revenue Code of 1986, as amended (the "CODE") or any other similar transaction whereby (a) Newco is acquired by a third party, (b) where there has been a "change of control" such that the stockholders of Newco prior to a transaction own, in the aggregate, less than a majority of the outstanding stock of Newco or the acquiring entity after the transaction, (c) Newco acquires another entity, or (d) Newco acquires all or substantially all of the assets of another entity. "FUNDAMENTAL RIGHTS" shall mean the right to vote Newco's shares and to participate pro rata with other holders of Newco Common Stock in any distribution to the holders of Newco Common Stock.
PROPORTIONAL VOTING. (a) From and after the date hereof and through and including the date of termination of this Agreement in accordance with Section 6.1, except as set forth in Section 3.1(b) and except with respect to any Excluded Matter, at any meeting of the Shareholders, the Oaktree Shareholders shall (and shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all Voting Securities of the Company beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of Shareholders entitled to vote or consent to such matter, with respect to each matter on which Shareholders are entitled to vote or consent, in the same proportion (for or against) as the Voting Securities of the Company that are beneficially owned by Shareholders (other than an Oaktree Shareholder, any of its Affiliates or any Group which includes any of the foregoing) are voted or consents are given with respect to each such matter. For the avoidance of doubt, except as set forth in Section 3.1(b), the Oaktree Shareholders and their Affiliates shall retain the right to vote in their sole discretion (i) on any matter, the Voting Securities of the Company beneficially owned by them (and which are entitled to vote on such matter) up to the Voting Cap and (ii) on any Excluded Matter, all Voting Securities of the Company beneficially owned by them (and which are entitled to vote on such matter).
PROPORTIONAL VOTING. Whenever the Investor directly or indirectly owns (of record or beneficially) Voting Stock which constitutes five percent (5%) or more of the Total Voting Power of the Company, the Investor agrees to vote all Registrable Securities of the Company then owned directly or indirectly by the Investor, that consist of Voting Stock, in the same proportion as the votes cast by all other holders of the Company's Voting Stock, except on matters that the Investor, in its reasonable discretion, deems could potentially be materially adverse to the Investor's interests.
PROPORTIONAL VOTING. In conducting Alliance business, Partners will cast votes weighted by the population of their city as a percentage of the total population of all Partner cities. All votes by a Board member must be cast on the same side of an issue. Voting population shall be the State of Washington OFM population published in the current Alliance Membership and Fee Policy.
PROPORTIONAL VOTING. Subject to the provisions of subsection (b) below, so long as the Investor holds or beneficially owns more than 29% of the outstanding Common Stock, it shall vote the Subject Shares in the same manner and in proportion to all other shares of Common Stock present at each annual or special meeting. By way of illustration, if 80% of the shares of Common Stock (exclusive of all of the Investor Shares) are present at a meeting of shareholders and if 60% of the shares of Common Stock vote in favor of a proposal, 16% vote against and 4% abstain, then 75% of the Subject Shares shall be voted in favor of the proposal, 20% against and 5% of the Subject Shares shall abstain from voting on the proposal.
PROPORTIONAL VOTING. Subject to Section 4.9(b), the Managing Member shall vote the Shares and/or exercise any consents relating to the Shares as directed in writing by the Members in proportion to their Percentage Interests.
PROPORTIONAL VOTING. (a) At any meeting of the Shareholders, except as set forth in Section 2.3, the Xxxxxx Shareholders shall (and shall cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all Voting Securities of the Company beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of Shareholders entitled to vote or consent to such matter, with respect to each matter on which Shareholders are entitled to vote or consent, in the same proportion (for or against) as the Voting Securities of the Company that are beneficially owned by Shareholders (other than a Xxxxxx Shareholder, any of its Affiliates or any Group which includes any of the foregoing) are voted or consents are given with respect to each such matter. For the avoidance of doubt, except as set forth in Section 2.3, the Xxxxxx Shareholders and their Affiliates shall retain the right to vote in their sole discretion the Voting Securities of the Company beneficially owned by them (and which are entitled to vote on such matter) up to the Voting Cap.
PROPORTIONAL VOTING. For so long as the Company or any of its controlled Affiliates owns any of the shares of Buyer Common Stock received as part of the Equity Consideration, the Company agrees and covenants to vote, and, to the extent applicable, to cause any controlled Affiliate of the Company to vote, all of such shares held by the Company and any controlled Affiliate of the Company in the same proportion as all votes cast by holders of the Buyer Common Stock on any matters to be voted on by the stockholders of Buyer.
