Voting Contract Clauses (297)

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 perio...d, 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

Voting. Notwithstanding anything in this Agreement to the contrary, until the end of the Standstill Period, the Investor agrees to cause all Voting Securities with respect to which it has any voting authority, whether owned of record or beneficially owned, as of the record date for any annual or special meeting of stockholders or in connection with any solicitation of stockholder action by written consent (each a "Stockholders Meeting") within the Standstill Period, in each case that are entitled to vot...e at any such Stockholders Meeting to be present for quorum purposes and to be voted at all such Stockholders Meetings or at any adjournment or postponement thereof: (i) for all existing directors nominated by the Board for election at such Stockholders Meeting, as well as the New Nominee; and (ii) in accordance with any recommendation of the Board on any proposal or other business set forth on Schedule 1 hereto; provided, however, that nothing in this Section 5 or elsewhere in this Agreement shall limit or restrict the Investor's ability and right to vote the Voting Securities with respect to which the Investor has any voting authority on proposals that require shareholder approval relating to mergers, acquisitions or other business combinations or extraordinary transactions, or the issuance of the Company's equity securities in connection with any such transaction. View More

Voting. (a) Until the Termination Date, each member of the Shareholder Group shall, and shall cause its applicable Representatives to, appear in person or by proxy, or deliver a consent or consent revocation, as applicable, at each Shareholder Meeting and to vote all shares of Common Stock beneficially owned by such person and over which such person has voting power at such Shareholder Meeting in accordance with the Board's recommendations with respect to (i) each election of directors and any removal o...f directors; and (ii) any other proposal to be submitted to the shareholders of the Company, in each case (for both clauses (i) and (ii) above) as set forth in the Board's applicable definitive proxy statement, consent solicitation statement or consent revocation statement filed in respect thereof. (b) No member of the Shareholder Group shall execute any proxy card, consent, consent revocation or voting instruction form in respect of any Shareholder Meeting other than the proxy card, consent, consent revocation and related voting instruction form being solicited by or on behalf of the Board. Each member of the Shareholder Group agrees that it shall not, and that it shall not permit any of its Representatives to, directly or indirectly, take any action inconsistent with this Section 3. View More

Voting. Votes on the Plan were solicited after disclosure of "adequate information" as defined in section 1125 of the Bankruptcy Code. As evidenced by the Vote Certification, votes to accept the Plan have been solicited and tabulated fairly, in good faith and in a manner consistent with the Approval Order, the Bankruptcy Code, the Bankruptcy Rules and the Local Rules.

Voting. Except as otherwise expressly required by law, each holder of Series B Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to one hundred (100) votes for each share of Series B Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as oth...erwise required by law, the holders of shares of Series B Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class. View More

Voting. Except as otherwise provided herein or required by law, the holders of the Series C Preferred Stock shall be entitled to vote together as a single class with the holders of Common Stock and any other capital stock of the Corporation entitled to vote, upon any matter submitted to the stockholders for a vote. The holders of Series C Preferred Stock shall be entitled to cast a number of votes calculated as if the shares of Series C Preferred Stock had been converted into shares of Common Stock base...d on the Conversion Rate. View More

Voting. The Participant shall not be a shareholder of record with respect to the Covered Units and shall have no voting rights with respect to the Covered Units during the Restricted Period or prior to the delivery of shares of Stock pursuant to Section 5 or 6 or Exhibit A.