POOLING OF VOTES Clause Samples

POOLING OF VOTES. In order to ensure uniform voting by the parties when the shareholders' meeting of SAP adopts resolutions, the parties agree on the following voting restrictions with respect to the Pooled Shares: 1. Immediately following the invitation to a shareholders' meeting of SAP, the parties shall convene for a meeting (the "Meeting") in which the parties shall decide how they will exercise their right to bring motions and to vote Pooled Shares in a uniform manner with respect to the individual items on the agenda of the shareholders' meeting. The Meeting shall be called in writing, with an agenda attached, by party number 1, or if such party is unable to do so or if the Meeting is not called in a timely manner, then by party number 4 or party number 5. In the letter calling the Meeting, the items of the agenda must be explained in such detail so that in the event a party elects to appoint a representative, such party is in a position to instruct such representative how to vote. The Meeting shall be chaired by party number 1, failing that, by party number 4, unless the Meeting, by a simply majority of the votes cast, appoints another chairperson. 2. At the Meeting, only the Pooled Shares are entitled to vote. A quorum is present at the Meeting if parties are present or represented that together hold at least 75% of the Pooled Shares. Each party may chose to be represented at the Meeting by another party on the basis of a written proxy. If no quorum is present at the Meeting, a new Meeting shall be called by giving one week notice, but such Meeting shall in any event take place no later than the day prior to the shareholders' meeting of SAP, and such Meeting shall convene at the place of the general shareholders' meeting or in Walldorf. At such Meeting, no
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Related to POOLING OF VOTES

  • Manner of Voting The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Counting Votes and Recording Action of Meetings The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Pooling of Interests To its knowledge, based on consultation with its independent accountants, neither Parent nor any of its directors, officers or affiliates has taken any action which would interfere with Parent's ability to account for the Merger as a pooling of interests.