Power to Vote Clause Samples

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Power to Vote. The rights and powers granted to the Trustee shall include all rights and powers to vote, consent or otherwise act in his sole discretion in respect to all Shares deposited hereunder and in respect of any Shares that may be received by him in exchange therefor or in addition thereto and to take part in or consent to any corporate or shareholder action of any kind whatsoever, including, but not limited to: the increase or diminution of the number of shares of said Corporation; election of directors; the acquisition of any property by the Corporation, or the sale or other disposal of any property by it, including property constituting all or substantially all of its business and properties; the merger or consolidation of the Corporation or with any other Corporation upon such terms as he deems advisable, and in connection with any such merger or consolidation, to accept for deposit hereunder any shares in the resulting Corporation issued in lieu of or in exchange for the shares of said Corporation held hereunder; the liquidation of the business and assets, with or without the dissolution, of the Corporation; and the pledge, mortgage or sale of any or all stock or assets of the Corporation. The enumeration in this Agreement of the particular powers shall not be construed to limit or exclude any powers which the Trustee otherwise would have hereunder or be entitled to exercise as the absolute owner of the deposited Shares. The Trustee as holder of the Shares assumes no liability as a shareholder. In voting the shares held by him, the Trustee shall exercise his best judgment from time to time, to the end that the affairs of the Corporation shall be properly managed and the interests of the shareholders safeguarded, and in voting and acting on such matters, whether at shareholders' meetings or otherwise, likewise will exercise his best judgment, but he assumes no responsibility in respect of such management, or in respect of any action taken by him hereunder or by directors of the Corporation elected by him, or taken in pursuance of his consent thereto, and no individual Trustee shall incur any responsibility or liability by reason of any error of law or of any matter or thing done or suffered or omitted to be done under this Agreement, except for his own gross negligence or willful misconduct.
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Power to Vote. The Chief Executive Officer, subject to the Board’s authorization, shall have full power and authority on behalf of the Company to attend and to vote at any meeting of the equity holders of any entity in which the Company may hold an interest, may exercise on behalf of the Company any and all of the rights and powers incident to the ownership of such interest at any such meeting and shall have power and authority to execute and deliver proxies, waivers and consents on behalf of the Company in connection with the exercise by the Company of the rights and powers incident to the ownership of such interest. The Board, from time to time, may confer like powers upon any other Person or Persons.
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Power to Vote. ▇▇▇▇▇▇▇ has full power to vote the ▇▇▇▇▇▇▇ Shares owned as of the date hereof as provided in Section 2. Neither ▇▇▇▇▇▇▇ nor any of the ▇▇▇▇▇▇▇ Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the ▇▇▇▇▇▇▇ Shares, except as otherwise contemplated by this Agreement. During the Voting Period, ▇▇▇▇▇▇▇ will not enter into any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the ▇▇▇▇▇▇▇ Shares, except as otherwise contemplated by this Agreement.
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Power to Vote. Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the voting trust certificates for cancellation, the Trustee shall have the right to exercise, in person or by nominees or proxies, all stockholder rights and powers in respect of all stock deposited hereunder, including the right to vote thereon and to take part in or consent to any corporate or stockholder action of any kind whatsoever, subject to the limitations set forth below in this Section 9.
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Power to Vote. The Investors have full power to vote the Investor Shares owned as of the date hereof as provided in Section 2. Neither the Investors nor any of the Investor Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Investor Shares, except as otherwise contemplated by this Agreement. During the Voting Period, the Investors will not enter into any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Investor Shares, except as otherwise contemplated by this Agreement.
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Power to Vote. Nia has full power to vote the Nia Shares owned as of the date hereof as provided in Section 2. Neither Nia nor any of the Nia Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Nia Shares, except as otherwise contemplated by this Agreement. During the Voting Period, Nia will not enter into any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Nia Shares, except as otherwise contemplated by this Agreement.
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Related to Power to Vote

  • Agreement to Vote The Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at a special meeting of the stockholders of Seller or at any other meeting of the stockholders of Seller, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of Seller, the Stockholder shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Stockholder and that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting in person or by proxy or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares as to which the Stockholder controls the right to vote individual capacity (and not when Stockholder is acting as a trustee, representative or fiduciary or other similar capacity): (i) in favor of the approval of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Mergers, and any actions required in furtherance thereof; (ii) against any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Seller under the Merger Agreement; (iii) against any Acquisition Proposal; (iv) against any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the vote or written consent of the stockholders of Seller that is intended or would reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, frustrate the purposes of or adversely affect the Mergers or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by Seller of its obligations under the Merger Agreement.

  • Right to Vote The Directors have the right to prevent the votes attaching to Shares being exercised or counted in circumstances where that is considered necessary by the Directors to give effect to the provisions of Articles 3.8 or 3.9A.

  • Time Off to Vote The Employer agrees that it will fully comply with any law requiring that employees be given time off to vote.

  • Covenant to Vote (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor of the Transaction; (ii) such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this Agreement. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares.

  • Agreement to Vote Shares (a) Until the earlier to occur of the Effective Time, the Expiration Date and a Company Adverse Recommendation Change that is not rescinded or otherwise withdrawn, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or by proxy) and shall vote (or cause to be voted) or consent the Shares and any New Shares (i) in favor of adoption of the Merger Agreement and (ii) against any Acquisition Proposal (the “Covered Proposals”). This Agreement is intended to bind Holder as a stockholder of the Company (and not in any other capacity such as a director or officer of the Company) and only with respect to the Covered Proposals. Except as expressly set forth in clauses (i) and (ii) of this Section 2, Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. Until the earlier to occur of the Effective Time and the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any Person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. (b) Holder further agrees that, until the earlier to occur of the Effective Time and the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act) in opposition to any Covered Proposal, (B) initiate a stockholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition Proposal.