Voting Contract Clauses (951)

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... vote 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... of 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... otherwise 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... based 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.

Voting. At each annual and special meeting of shareholders held prior to the expiration of the Standstill Period, each of the Investors agrees to (i) appear at such stockholders' meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates to be counted as present for purposes of establishing a quorum, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates on the... Company's proxy card or voting instruction form (a) in favor of each of the directors nominated by the Board and recommended by the Board in the election of directors, (b) against any other nominees to serve on the Board that have not been recommended by the Board and (c) with respect to all other matters other than an Extraordinary Matter (as defined below), in accordance with the Board's recommendations as identified in the Company's proxy statement, including in favor of all other matters recommended for stockholder approval by the Board, and (iii) not execute any proxy card or voting instruction form in respect of such stockholders' meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board (such proxy card and/or form, the "Company's card"); provided, however, in the event that both Institutional Shareholders Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any proposal 3 (other than the election of directors), each of the Investors shall have the right to vote on the Company's card in accordance with the recommendation of ISS and Glass Lewis with respect to such proposal so long as no Investor publicly discloses such vote; provided, further, that with respect to any Extraordinary Matter, each of the Investors shall have the ability to vote freely on the Company's card. For purposes of this Section 3, an "Extraordinary Matter" means, with respect to the Company: (i) any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all or substantially all of the Company's or any of its Affiliates' assets in one or a series of transactions, joint venture or other business combination of the Company or any of its Affiliates with a third party and (ii) any implementation of takeover defenses not in existence as of the date of this Agreement by the Company. View More