Rights of Voting Representatives Sample Clauses

The 'Rights of Voting Representatives' clause defines the powers and privileges granted to individuals designated to vote on behalf of a party or group within an organization or at a meeting. Typically, this clause outlines who may serve as a voting representative, the scope of their authority, and the procedures they must follow when casting votes, such as representing a shareholder at a corporate meeting or a member at an association's assembly. Its core function is to ensure that voting rights are exercised in an orderly and legitimate manner, providing clarity on representation and preventing disputes over who is authorized to participate in decision-making processes.
Rights of Voting Representatives. Each Stockholder by execution --------------------------------- of this Agreement irrevocably names, constitutes and appoints ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Love, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or any of them, and their respective successor(s) or assign(s), the true and lawful attorneys, agents, proxies and Voting Representatives of the undersigned, each with full power of substitution, to vote all shares of Stock owned or held by such Stockholder subject to this Agreement at any and all regular and special meetings of stockholders of the Company whenever and wherever held during the term of this Agreement, or at any adjournment thereof, hereby ratifying and confirming all that the said attorneys, agents, proxies and Voting Representatives might do. The proxies hereby granted are irrevocable and coupled with an interest. Each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock owned or held by such Stockholder subject to this Agreement and relating to any such rights hereby vested in the Voting Representatives. The Voting Representatives shall have the right to vote the Stock at any meeting or on any issue with respect to which the Stockholders would otherwise have the right to vote the Stock, including, without limitation, proposals (i) to dissolve and/or liquidate the Company, (ii) to amend its Articles of Association or Bylaws, or (iii) to sell all or a major portion of its assets, or to merge or consolidate the Company. Each Stockholder by execution of this Agreement expressly authorizes the Voting Representatives to call special meetings of stockholders of the Company for any purpose or purposes which the Voting Representatives shall in their sole discretion deem necessary and appropriate. In voting the Stock, either in person or by their collective nominee or proxy, the Voting Representatives shall exercise their best judgment to select suitable directors for the Company, and shall otherwise take such action with respect to the management of the Company's affairs as they may deem necessary and in the best interests of the Company. The Stock shall be voted, and the actions required of the Voting Representatives by the terms of this Agreement shall be taken, in a manner determined by the concurrence of at least two-thirds of the Voti...
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Rights of Voting Representatives. Each Stockholder, by execution of this Agreement, subject to that certain Investor Rights Agreement, dated as of [·], 20[·], by and among by and among New Holdco, AB, MB, MJB Investments, LP, the Trusts, the Supplemental Needs Trust FBO ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Investor Rights Agreement”), irrevocably agrees that such Stockholder will vote all of such Stockholder’s Stock at any and all regular and special meetings of stockholders of New Holdco whenever and wherever held during the term of this Agreement, or at any adjournment thereof, and consent to any action by the stockholders of New Holdco without a meeting as permitted under appropriate state law, as may be directed by the Voting Representative. Each Stockholder agrees that the foregoing grant of authority to the Voting Representative shall include without limitation the right to direct such Stockholder how to vote or consent, or to exercise any designation rights, that may only be applicable to or vested in the holders of the New Holdco Preferred Stock. Except as set forth in the Investor Rights Agreement, each Stockholder hereby terminates, revokes and rescinds any and all proxies, rights, agreements or arrangements, written or verbal, previously entered into or given with respect to any shares of Stock, including without limitation under and pursuant to the Prior Voting Agreement (as hereinafter defined). The Voting Representative shall have the right to direct the voting of the Stock with respect to any corporate or stockholder action of any kind. By execution of this Agreement, each Stockholder expressly agrees, as may be directed by the Voting Representative, to participate in the call of special meetings of stockholders of New Holdco for any purpose or purposes which the Voting Representative shall in its sole discretion deem necessary and appropriate. In directing the voting of the Stock at a meeting (or consenting to corporate or stockholder action in lieu of a meeting), subject to the Investor Rights Agreement, the Voting Representative shall exercise its sole judgment in selecting the directors for New Holdco for which such Stock shall be voted (or consented to with respect to corporate or other stockholder action in lieu of a meeting), and shall otherwise be entitled to direct the voting of such Stock (or the consenting to corporate or other action in lieu of a meeting) with respect to the management of New Holdco’s affairs as the Votin...
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Related to Rights of Voting Representatives

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • Allocation of Voting Rights As provided in Section 11.09 of the Series Supplement.

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Certain Voting Rights So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.