Voting Rights Contract Clauses (832)

Grouped Into 29 Collections of Similar Clauses From Business Contracts

This page contains Voting Rights clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Voting Rights. The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided in this Note.
Voting Rights. The Holder shall have no voting rights as the holder of this Note, except as required by Delaware law and as expressly provided in this Note.
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Voting Rights. (a) Upon the occurrence and during the continuation of an Event of Default, (i) the Collateral Agent may, at its option, and with 2 Business Days prior notice to any Grantor, and in addition to all rights and remedies available to the Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests owned by such Grantor, but under no circumstances is the Collateral Agent oblig...ated by the terms of this Agreement to exercise such rights, and (ii) if the Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints the Collateral Agent as such Grantor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner that the Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. Such power-of-attorney granted pursuant to this Section 16 is coupled with an interest and shall be irrevocable until this Agreement is terminated. (b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of the Collateral Agent, vote or take any consensual action with respect to such Pledged Interests which would materially or adversely affect the rights of the Collateral Agent exercising the voting rights owned by such Grantor or the value of the Pledged Interests. View More Arrow
Voting Rights. (a) Upon the occurrence and during the continuation of an Event of Default, Default and after the Discharge of First Lien Obligations, (i) the Collateral Agent may, at its option, and with 2 two (2) Business Days prior notice to any Grantor, Pledgor, and in addition to all rights and remedies available to the Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests own...ed by such Grantor, Pledgor, but under no circumstances is the Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if the Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor Pledgor hereby appoints the Collateral Agent as Agent, such Grantor's Pledgor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner that the Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. Such The power-of-attorney and proxy granted pursuant to this Section 16 hereby is coupled with an interest and shall be irrevocable until this Agreement is terminated. irrevocable. (b) For Subject to the Intercreditor Agreement, as applicable, for so long as any Grantor Pledgor shall have the right to vote the Pledged Interests owned by it, such Grantor Pledgor covenants and agrees that it will not, without the prior written consent of the Collateral Agent, vote or take any consensual action with respect to such Pledged Interests which would materially or adversely affect the rights of the Collateral Agent exercising and the voting rights owned by such Grantor Secured Parties or the value of the Pledged Interests. View More Arrow
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Voting Rights. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Series B Preferred shall vote together with holders of the Common Stock of the Corporation as a single class on any matter presented to the Common Stock holders of the Corporation for their action or consideration at any meeting of such stockholders of the Corporation (or by written consent of the stockholders in lieu of a meeting), and each holder of Series B Preferred shall be entitled to 5 vot...es for each share of Common Stock into which such shares of Series B Preferred respectively held by them could be converted pursuant to the provisions of Section 6 at the record date for determining stockholders entitled to vote on such matter. The holders of Series B Preferred shall not be entitled to vote on any matter for which voting is expressly reserved, by law solely for a class of classes of stock other than the Preferred Stock or a class other than the Series B Preferred. View More Arrow
Voting Rights. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Series B C Preferred shall vote together with holders of the Common Stock of the Corporation as a single class on any matter presented to the Common Stock holders of the Corporation for their action or consideration at any meeting of such stockholders of the Corporation (or by written consent of the stockholders in lieu of a meeting), and each holder of Series B C Preferred shall be entitled to 5... votes for each share of Common Stock into which such shares of Series B C Preferred respectively held by them could be converted pursuant to the provisions of Section 6 at the record date for determining stockholders entitled to vote on such matter. The holders of Series B C Preferred shall not be entitled to vote on any matter for which voting is expressly reserved, by law solely for a class of classes of stock other than the Preferred Stock or a class other than the Series B C Preferred. View More Arrow
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Voting Rights. 5.1 Common Stock. Except as otherwise provided herein or by applicable law, the holders of shares of Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Company. Each holder of shares of Common Stock shall be entitled to one (1) vote for each whole share of Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stoc...kholders of the Company. 5.2 Series A Preferred. Each holder of shares of Series A Preferred shall be entitled to one (1) vote for each whole share of Common Stock into which such shares of Series A Preferred could be converted pursuant to the provisions of Section 5.1 on the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, on the date such vote is taken or any written consent of the stockholders is solicited. 5.3 General. Subject to the other provisions of this Certificate, each holder of Series A Preferred shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Company (as in effect at the time in question) and applicable law, and shall be entitled to vote, together with the holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise provided in this Certificate and applicable law, the holders of Series A Preferred and the holders of Common Stock shall vote together and not as separate classes. View More Arrow
Voting Rights. 5.1 Common Stock. Except as otherwise provided herein or by applicable law, the holders of shares of Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Company. Each holder of shares of Common Stock shall be entitled to one (1) vote for each whole share of Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stoc...kholders of the Company. 5.2 Series A Preferred. Each holder of shares of Series A Preferred shall be entitled to one (1) vote for each whole share of Common Stock into which such shares of Series A Preferred could be converted pursuant to the provisions of Section 5.1 on the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, on the date such vote is taken or any written consent of the stockholders is solicited. 5.3 General. Subject to the other provisions of this Certificate, contained herein, each holder of Series A Preferred Holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws bylaws of the Company Corporation (as in effect at the time in question) and applicable law, and shall be entitled to vote, together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided in this Certificate and applicable herein or as required by law, the holders Holders of Series A B Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. 2 On all matters put to a vote to the holders of Common Stock, each share of Series B Preferred Stock shall entitle the Holder thereof to fifty (50) votes per share of Series B Preferred Stock then held by such Holder at the record date for the determination of the stockholders entitled to vote or, if no such record date is established, the date such vote is taken or any written consent of stockholders is solicited. View More Arrow
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Voting Rights. Pledgor shall retain all rights to vote the Stock until such time as Lender either cancels or sells the Stock after a Default under the Note. -2- 8. Notices. All notices and other communications required or permitted hereunder shall be in writing and, if mailed by prepaid certified mail, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be delivered by hand, by fac...simile or by email, in which event such notice shall be deemed effective when delivered. Notice of change of address for notice shall also be governed by this Section. Notices shall be addressed as follows: If to Pledgor: Name: Joseph Gardner Mailing Address: 4060 Boomer Cincinnati, OH 45247 If to Lender: Akebia Therapeutics, Inc. Attention: CFO Mailing Address: 9987 Carver Road Cincinnati, OH 45242 Email: afishman@ akebia.com With a copy to: Thompson Hine LLP Attention: David J. Willbrand 312 Walnut Street, Suite 1400 Cincinnati, Ohio 45202 Facsimile: (513) 241-4771 Email: David.Willbrand@ThompsonHine.com 9. Binding Agreement. The provisions of this Agreement shall be construed and interpreted, and all rights and obligations of the parties hereto determined, in accordance with the laws of the State of Delaware. This Agreement, together with all documents referred to herein, constitutes the entire agreement between Pledgor and Lender with respect to the matters addressed herein and may not be modified except by a writing executed by Lender and Pledgor. This Agreement may be executed in multiple counterparts and by facsimile or PDF, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. View More Arrow
Voting Rights. Pledgor shall retain all rights to vote the Stock until such time as Lender either cancels or sells the Stock after a Default under the Note. -2- 8. Notices. All notices and other communications required or permitted hereunder shall be in writing and, if mailed by prepaid certified mail, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be delivered by hand, by fac...simile or by email, in which event such notice shall be deemed effective when delivered. Notice of change of address for notice shall also be governed by this Section. Notices shall be addressed as follows: If to Pledgor: Name: Joseph Gardner Mailing Address: 4060 Boomer Cincinnati, OH 45247 Robert Shalwitz 2549 Bryden Road Bexley, Ohio 43209 If to Lender: Akebia Therapeutics, Inc. Attention: CFO Mailing Address: Joseph Gardner President and Chief Executive Officer 9987 Carver Road Road, Suite 420 Cincinnati, OH Ohio 45242 Email: afishman@ akebia.com JGardner@Akebia.com With a copy to: Thompson Hine LLP Attention: David J. Willbrand 312 Walnut Street, Suite 1400 Cincinnati, Ohio 45202 Facsimile: (513) 241-4771 Email: David.Willbrand@ThompsonHine.com 9. Binding Agreement. This Agreement amends, restates and supersedes in all respects the Stock Pledge Agreement between Pledgor and Lender dated as of October 15, 2009. The provisions of this Agreement shall be construed and interpreted, and all rights and obligations of the parties hereto determined, in accordance with the laws of the State of Delaware. This Agreement, together with all documents referred to herein, constitutes the entire agreement between Pledgor and Lender with respect to the matters addressed herein and may not be modified except by a writing executed by Lender and Pledgor. This Agreement may be executed in multiple counterparts and by facsimile or PDF, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument. View More Arrow
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Voting Rights. Holders of this Note shall have no voting rights, except as required by law.
Voting Rights. Holders of this Note shall have no voting rights, except as required by law.
Voting Rights. Holders of this Note shall have no voting rights, except as required by law.
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Voting Rights. Unless and until Company has rightfully exercised its rights under this Agreement to foreclose its security interest in the Collateral, the Pledgor shall have the right to exercise any voting rights evidenced by, or relating to, the Collateral.
Voting Rights. Unless and until Company the Secured Party has rightfully exercised its rights under this Agreement to foreclose its security interest in the Collateral, the Pledgor shall have the right to exercise any voting rights evidenced by, or relating to, the Collateral.
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Voting Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 5 18. S...EVERABILITY. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. View More Arrow
Voting Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares Shares to be issued pursuant to this option the Option until such shares Shares are issued to you. Upon On such issuance, you will obtain full voting and other rights as a stockholder of the Company. However, the Company may require, as a condition to such issuance, you to appoint the Company's Chief Executive Officer or other member of the Board as having the sole and exclusive power of attor...ney to vote all such Shares subject to the Option, which power shall be effective until the earlier of the completion of a Change in Control or an IPO. The Company may also require, as a condition to such issuance, you to execute an agreement pursuant to which you agree to join the Company's then-current stockholder agreements. Nothing contained in this option, the Option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 5 18. SEVERABILITY. 20. Severability. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. View More Arrow
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Voting Rights. Except as otherwise provided by the Certificate of Incorporation or required by law, the holder of the share of Series A Preferred Stock shall have the following voting rights: 3.1Except as otherwise provided herein, the outstanding share of Series A Preferred Stock shall have 50,000,000 votes. The outstanding share of Series A Preferred Stock shall vote together with the outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), of the Corporation as a single class exc...lusively with respect to an Increase in Authorized Common Stock and the Reverse Stock Split (each, as defined below) and shall not be entitled to vote on any other matter except to the extent required under the DGCL. As used herein, the term "Increase in Authorized Common Stock" means an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock and "Reverse Stock Split" means any proposal to adopt an amendment to the Certificate of Incorporation to reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance with the terms of such amendment. 3.2The share of Series A Preferred Stock shall be voted, without action by the holder, on the Increase in Authorized Common Stock and Reverse Stock Split in the same proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted) on the Increase in Authorized Common Stock and Reverse Stock Split (and, for purposes of clarity, such voting rights shall not apply on any other resolution presented to the stockholders of the Corporation). View More Arrow
Voting Rights. Except as otherwise provided by the Certificate Articles of Incorporation or required by law, the holder of the share of Series A B Preferred Stock shall have the following voting rights: 3.1Except 3.1 Except as otherwise provided herein, the outstanding share of Series A B Preferred Stock shall have 50,000,000 700,000,000 votes. The outstanding share of Series A B Preferred Stock shall vote together with the outstanding shares of common stock, par value $0.001 $0.0001 per share (the "Common Sto...ck"), of the Corporation as a single class exclusively with respect to an Increase in Authorized Common Stock and the a Reverse Stock Split (each, as defined below) and shall not be entitled to vote on any other matter except to the extent required under the DGCL. NRS. As used herein, the term "Increase in Authorized Common Stock" means an amendment to the Certificate Articles of Incorporation to increase the number of authorized shares of Common Stock and "Reverse Stock Split" means any proposal to adopt an amendment to the Certificate Articles of Incorporation to reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance with the terms of such amendment. 3.2The 5 3.2 The share of Series A B Preferred Stock shall be voted, without action by the holder, on the Increase in Authorized Common Stock and Reverse Stock Split in the same proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted) on the Increase in Authorized Common Stock and Reverse Stock Split (and, for purposes of clarity, such voting rights shall not apply on any other resolution presented to the stockholders of the Corporation). View More Arrow
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Voting Rights. Except as required by law, the Holder shall have no voting rights with respect to any of the Conversion Shares until delivery of the Conversion Notice relating to the conversion of this Note upon which such Conversion Shares are issuable.
Voting Rights. Except as required by law, the Holder shall have no voting rights with respect to any of the Conversion Shares until delivery of the Conversion Notice Date relating to the conversion of this Note upon which such Conversion Shares are issuable.
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