Voting of the Securities Sample Clauses
The "Voting of the Securities" clause defines how voting rights attached to securities, such as shares or bonds, are exercised within an agreement. It typically outlines who is entitled to vote, the manner in which votes are cast (for example, in person, by proxy, or electronically), and any limitations or special procedures that apply to voting on certain matters. This clause ensures that the process for making decisions that require securityholder approval is clear and orderly, thereby preventing disputes and confusion over voting rights and procedures.
Voting of the Securities. (a) Each Rollover Stockholder hereby irrevocably and unconditionally agrees, severally but not jointly, that, during the period commencing on the date hereof and continuing until the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms (the “Expiration Time”), at any meeting of the Company’s stockholders, however called, and at any adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement, such Rollover Stockholder shall, and shall cause his or her Affiliates to: (i) in the case of a meeting, appear at such meeting or otherwise cause its Securities to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote; and (ii) vote or otherwise cause to be voted (including by proxy or written resolution, if applicable) all of his or her Securities (A) in favor of the authorization and approval of the Merger Agreement and the Plan of Merger and any related action reasonably required in furtherance thereof, (B) against the approval of any other proposal or offer regarding a Competing Transaction or any action contemplated by a Competing Proposal, or any other transactions, proposal, agreement or action made in opposition to the approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger, (C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Rollover Stockholder of his or her obligations under this Agreement, including without limitation, (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger), (ii) a sale, lease or transfer of any material assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary, (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement...
Voting of the Securities. Custodian shall, upon receipt of Authorized Instructions from Client, execute and deliver, or cause its Sub-Custodians, Securities Depositories, or its or their nominees (as applicable), to execute and deliver such proxies or other authorizations as may be required to vote the Securities in accordance with such Authorized Instructions. Except as permitted by such Authorized Instructions, neither Custodian nor any of its Sub-Custodians, Securities Depositories, or its or their nominees (as applicable) shall exercise any power to vote the Securities, or execute any proxy, power of attorney, or other similar instrument voting any of such Securities, or give any consent, approval, or waiver with respect thereto, or take any other similar action.
Voting of the Securities. 9 Section 5.1 Authority to Vote the Securities........................................................ 9 Section 5.2 Tender Offers........................................................................... 10 Section 5.3 Mergers and other Transactions.......................................................... 10 Article 6 Certificates........................................................................................ 10 Section 6.1 The Certificates........................................................................ 10
Voting of the Securities. Authority to Vote the Securities. On or before the date on which the Securities are sold by the Trust in accordance with this Agreement, the Trustee shall have the exclusive right to vote the Securities in any matter on which the holders of the common stock of the Issuer are entitled to vote. The Holders shall have no ability to direct the Trustee to vote the Securities in any manner. Rather, in connection with each separate matter on which the holders of the Securities are entitled to vote (it being agreed that the Trustee shall not initiate any proxy solicitation), the Trustee shall vote the Securities as described below:
Voting of the Securities. Except during such time (if any) as a Company Adverse Recommendation has occurred and is continuing, each Shareholder (severally and not jointly) covenants and agrees solely with respect to itself that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms,at the Shareholders’ Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, or in any other circumstances upon which any vote, consent or other approval with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, each Shareholder shall (solely in its capacity as a beneficial owner of the Securities owned by it) (i) if a meeting is held, appear at such meeting or otherwise cause the Securities it Beneficially Owns to be counted as present thereat for purposes of establishing a quorum and (ii) vote (or cause to be voted) such Securities in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof. Notwithstanding anything to the contrary herein, this Section 8 shall not limit or restrict any Shareholder who serves as a member of the board of directors of the Company in action in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities.