Voting Contract Clauses (951)

Voting. The Participant, as record holder of the Awarded Shares, has the exclusive right to vote, or consent with respect to, such Awarded Shares until such time as the Awarded Shares are transferred in accordance with this Agreement; provided that this Section 9 shall not create any voting right where the holders of such Awarded Shares otherwise have no such right.

Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation)... the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law. View More

Voting. Holders of Series E Preferred Units shall not have any voting rights, except with respect to those matters required by law.

Voting. You may not vote the RSU. You may not vote the RSU Shares unless and until the Shares are distributed to you.

Voting. During the Standstill Period, each member of the Shareholder Group shall cause all shares of Common Stock owned of record or beneficially owned by it or its respective Affiliates or Associates to be present for quorum purposes and to be voted in favor of all directors nominated by the Board for election at any stockholder meeting where such matters will be voted on; provided, that such nominees were not nominated in contravention of this Agreement.

Voting. The Participant shall not be prevented from voting the Covered Performance Shares merely because those shares are subject to the restrictions imposed by these Performance Based Restricted Stock Award Terms and the Plan; provided, however, that the Participant shall not be entitled to vote Covered Performance Shares with respect to record dates for any Covered Performance Shares occurring on or after the date, if any, on which the Participant has forfeited those shares. The Participant... acknowledges and agrees that he or she shall not be entitled to vote any Premium Performance Shares if the record date for entitlement to voting occurs prior to the date on which such shares become vested pursuant to paragraph 6. View More

Voting. In addition to any class voting rights provided by law and this Certificate of Designation, the Holders of Series D Preferred Stock shall have the right to vote together with the holders of Common Stock as a single class on any matter on which the holders of Common Stock are entitled to vote (including the election of directors). With respect to the voting rights of the Holders of the Series D Preferred Stock pursuant to the preceding sentence, each Holder of Series D Preferred Stock shall be... entitled to cast a fraction of one vote for each share of Common Stock that would be issuable to such Holder upon the conversion of all the shares of Series D Preferred Stock held by such Holder on the record date for the determination of stockholders entitled to vote at the then Conversion Rate the numerator of which is the Conversion Price in effect on such record date and the denominator of which is $3.54 (the Closing Bid Price per share of the Common Stock on June 2, 2014). View More

Voting. At any point in time after the Effective Date until such time, if ever, that the Shares have vested, in any matter that is presented to the holders of Common Stock for a vote, Hogg agrees to vote the Shares in the same proportion as voted by all other holders of Common Stock.

Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of shareholders (and written actions in lieu of meetings). Every shareholder entitled to vote at an election for directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such shareholder's shares are otherwise entitled, or distribute the shareholder's votes on the... same principle among as many candidates as such shareholder desires. No shareholder, however, shall be entitled to so cumulate such shareholder's votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting, and (ii) the shareholder has given notice at the meeting, prior to the voting, of such shareholder's intention to cumulate such shareholder's votes. If any shareholder has given proper notice to cumulate votes, all shareholders may cumulate their votes for any candidates who have been properly placed in nomination. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Articles of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote. 2 B. PREFERRED STOCK 9,830 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated "Series A Preferred Stock" with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to "sections" or "subsections" in this Part B of this Article III refer to sections and subsections of Part B of this Article III. View More

Voting. 9.1. Voting Agreement as to Certain Matters. From and after the date hereof until the later of (x) the third anniversary of the date hereof and (y) the first anniversary of the date that MWF (or a Replacement Director appointed in accordance with Section 11.1) ceases to serve on the Board due to (1) the resignation or refusal to stand for re-election of such Person, or (2) the Investor's decision not to designate a Replacement Director following the death or disability of such Person (such... period, the "Voting Standstill Term"), without the prior approval of a majority of the Continuing Directors, each of the Investor, MWF and their respective Affiliates who now or hereafter own or have the right to vote or direct the vote of any shares of the Common Stock (collectively, the "Investor Group"): (a) shall in any election of directors or at any meeting of the stockholders of the Company called expressly for the removal of directors, the Investor will vote, and cause the Investor Group to vote, all Shares that it is entitled to vote, whether now owned or hereafter acquired (collectively, the "Voting Securities") as follows: (i) in favor of any nominee or director designated by the Nominating and Governance Committee of the Board (provided, that such designation is consistent with the terms of this Agreement); and (ii) against the removal of any director designated by the Nominating and Governance Committee of the Board; and (b) shall not conduct, participate in or support in any way any proxy solicitation regarding (a) the removal or election of directors or (b) any transaction that would effect a Change of Control of the Company. 9.2. Ability to Vote on All Other Matters. Except as expressly provided in Section 9.1, each member of the Investor Group will be entitled to vote all of its Voting Securities in its sole discretion on any other matter submitted to or acted upon by the stockholders of the Company. 9.3. Termination of Voting Agreement. The provisions of this Section 9 and the Voting Standstill Term shall terminate upon the earliest to occur of any one of the following: (a) the date that (i) MWF (or the Replacement Director) is not nominated by the Board for re-election as a director of the Company, (ii) MWF (or the Replacement Director) is removed as a director of the Company (except as set forth in clause (c) below) and (iii) the date that MWF or the Replacement Director has not been re-elected to the Board in the event that the Company has not recommended MWF's or the Replacement Director's re-election (except as set forth in clause (c) below); (b) the date that is six (6) months following the date that MWF (or the Replacement Director) ceases to serve on the Board after such Person is not re-elected as a director of the Company; provided, that the Company has recommended that the shareholders vote "for" the election of MWF (or the Replacement Director); 15 (c) the date that is nine (9) months following the date that MWF (or the Replacement Director) (i) is removed as a director of the Company or (ii) has not been re-elected to the Board in the event that the Company has not recommended MWF's (or the Replacement Director's) re-election; provided, that such removal or failure to recommend re-election is a result of any breach of applicable duty owed by MWF (or the Replacement Director) to the Company or any material violation of material Law); (d) the date of a Change of Control effected without the prior written approval of the Board in its sole discretion; and (e) if MWF is removed or replaced as Chairman of the Board and thereafter resigns from the Board within ten (10) days of such removal or replacement (and the Investor does not designate a Replacement Director), the date that is six (6) months following the date that MWF ceases to serve on the Board. View More