Common use of Entitlement to Direct Votes Clause in Contracts

Entitlement to Direct Votes. Subject to Sections 4.8 and 4.11, any Beneficiary named in a List prepared in connection with any US Gold Meeting or any US Gold Consent will be entitled to: (a) instruct the Trustee in the manner described in Section 4.2 hereof with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled; or (b) attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled; or (c) appoint a third party as the proxy of the Trustee to attend such meeting and exercise thereat the Beneficiary's voting rights to which such Beneficiary is entitled except, in each case, to the extent that such Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.

Appears in 3 contracts

Samples: Voting and Exchange Trust Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa), Arrangement Agreement (U S Gold Corp)

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Entitlement to Direct Votes. Subject to Sections Section 4.8 and Section 4.11, any Beneficiary named in a List prepared in connection with any US Gold Parent Meeting or any US Gold Parent Consent will shall be entitled to: to (a) instruct the Share Trustee in the manner described in Section Sections 4.2 hereof and 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled; or , (b) attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Share Trustee, the Beneficiary Votes to which such Beneficiary is entitled; , or (c) appoint a third party as the proxy of the Share Trustee to attend such meeting and exercise thereat the Beneficiary's voting rights Beneficiary Votes to which such Beneficiary is entitled except, in each case, to the extent that such Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Zymeworks Delaware Inc.), And Amended Transaction Agreement (Zymeworks Inc.)

Entitlement to Direct Votes. Subject to Sections 4.8 and 4.11, any Any Beneficiary named in a List prepared in connection with any US Gold Meeting or any US Gold Consent will be entitled to: (a) to instruct the Trustee in the manner described in Section 4.2 4.3 hereof with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled; entitled or (b) to attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled; entitled or (c) to appoint a third party as the proxy of the Trustee to attend such meeting and exercise thereat the Beneficiary's ’s voting rights to which such Beneficiary is entitled except, in each case, to the extent that such Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (U S Gold Corp)

Entitlement to Direct Votes. Subject to Sections 4.8 and 4.11, any Beneficiary named in a List prepared in connection with any US Gold Meeting or any US Gold Consent will be entitled to: (a) instruct the Trustee in the manner described in Section 4.2 hereof with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled; or (b) attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled; or (c) appoint a third party as the proxy of the Trustee to attend such meeting and exercise thereat the Beneficiary's ’s voting rights to which such Beneficiary is entitled except, in each case, to the extent that such Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (U S Gold Corp)

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Entitlement to Direct Votes. Subject to Sections Section 4.8 and Section 4.11, any Beneficiary named in a List prepared in connection with any US Gold Molycorp Meeting or any US Gold Molycorp Consent will shall be entitled to: to (a) instruct the Trustee in the manner described in Section 4.2 hereof with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled; or , (b) attend such meeting and personally to exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled; entitled or (c) appoint a third party as the proxy of the Trustee to attend such meeting and exercise thereat the Beneficiary's voting rights Beneficiary Votes to which such Beneficiary is entitled except, in each case, to the extent that such Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.

Appears in 1 contract

Samples: Arrangement Agreement (Molycorp, Inc.)

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