Proxy Voting Services Sample Clauses

Proxy Voting Services. Nonpublic Information regarding Trust portfolio holdings may be provided to proxy voting services for the purpose of voting proxies relating to Trust portfolio holdings if such entity agrees to keep such information confidential and to prohibit its employees from trading on such information.
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Proxy Voting Services. Proxy Voting Fees Fee per Transaction Tier A Markets (see list below) 15.00 Tier B Markets (see list below) 35.00 Tier C Markets (see list below) 60.00 Proxy Voting Market Tiers Tier A Markets Australia Jamaica South Africa Bahrain Japan South Korea Bangladesh Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx Botswana Malaysia Taiwan Proxy Voting Market Tiers Tier A Markets Canada Malta Thailand Chile Mauritius Tunisia China Mexico UAE - DFM Colombia New Zealand UAE - ADX Estonia Xxxx Xxxxxxx Xxxxx Xxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx Xxxxxxxx United States* India Philippines Venezuela Indonesia Russia Vietnam Ireland Singapore Israel Slovak Republic * No charge if the Fund’s adviser or sub-adviser instructs ADP directly Proxy Voting Market Tiers Tier B Markets Tier C Markets Austria Argentina Turkey Belgium Brazil All Other Clearstream Bulgaria Croatia Cyprus Czech Republic Denmark Euroclear Egypt France Finland Germany Iceland Greece Latvia Hungary Norway Italy Peru Lebanon Poland Netherlands Romania Portugal Slovenia Saudi Arabia Sweden Serbia Switzerland
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Proxy Voting Services. (a) If requested by New Mountain, the Safekeeping Agent shall promptly forward New Mountain’s decision on any proxy solicitation or request for vote or other consent or solicitation relating to any Security to the appropriate third party seeking a decision on such matters.
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Proxy Voting Services. In order to facilitate access by the Issuer or its designee to ballots or online systems to assist in the voting of proxies received for eligible positions of Securities held in the Account (excluding bankruptcy matters), the Custodian will, if required to do so by applicable law or upon request, appoint a provider of proxy voting services to act as agent of the Issuer to provide global proxy voting services to such Issuer. The Custodian shall have no obligation or liability to the Issuer in respect of such global proxy voting services or the acts or omissions of the provider of such global proxy voting services.
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Proxy Voting Services. 2.1.1 JMR will coordinate with MFS the receipt of monthly data on the holdings of the Accounts;
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Proxy Voting Services. The Trust hereby engages NCTC to develop proxy voting guidelines for the Funds that NCTC deems to be consistent with the social witness principles adopted by the General Assembly of the Presbyterian Church (U.S.A.) (“Proxy Voting Guidelines”). NCTC shall monitor and review and, as necessary, amend the Proxy Voting Guidelines periodically to ensure that they remain consistent with the social witness principles. The Proxy Voting Guidelines shall include policies and/or procedures that seek to identify and address any conflicts of interests that may arise between the interests of the Funds’ shareholders and the interests of NCTC or its affiliates. The Trust also engages NCTC to vote Fund proxies consistent with the Proxy Voting Guidelines and to take such other actions as are reasonably necessary to effectuate the voting of the Funds’ proxies. NCTC may delegate implementation (e.g., vote execution, reporting and record keeping) of the voting of the Funds’ proxies in accordance with the Proxy Voting Guidelines to a third party proxy voting service, in NCTC’s reasonable discretion. In this regard, NCTC will maintain, or cause its third party proxy voting service to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of the Funds. Further, NCTC will provide reasonable assistance to the Trust, or cause its third party proxy voting service to provide such reasonable assistance, in the preparation of the Funds’ annual Form N-PX filings. NCTC also agrees to review, on an annual basis, the Fund’s Form N-PX filing to ensure that Fund proxies were voted consistent with the Proxy Voting Guidelines and agrees to promptly report to the Trust any material inconsistencies found.
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Proxy Voting Services. Proxy voting services, for the purpose of voting proxies relating to Fund portfolio holdings.
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Related to Proxy Voting Services

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

  • Stockholder Meetings If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

  • Voting at Meetings Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

  • Stockholders Meetings Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors.

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

  • Shareholder Meetings All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

  • Stockholder Meeting In the event that Section 251(h) of the DGCL is inapplicable to the Merger, then Parent and the Company shall as promptly as practicable, (a) prepare and cause to be filed with the SEC a preliminary proxy statement in connection with noticing and convening a meeting of the holders of Company Shares for purposes of obtaining from such holders of the Company Shares the adoption of this Agreement and the approval of the Merger (a “Stockholders Meeting”), (b) resolve any comments to such preliminary proxy statement (if any) from the SEC (and the Company shall notify Parent of any such comments from, or correspondence with, the SEC regarding the proxy statement and afford Parent and its counsel the reasonable opportunity to review and comment on such SEC comments and responses thereto prior to filing with the SEC) and mail the definitive proxy statement to holders of Company Shares, (c) set a record date for a Stockholders Meeting, (d) vote all Company Shares received by Acquisition Sub in the Offer in favor of the adoption of this Agreement and the approval of the Merger, and (e) cause the meeting to be held in accordance with applicable Law and cause the Merger to be effected pursuant to Section 251 or Section 253 of the DGCL. Subject to the terms of this Agreement, the Company shall include in the proxy statement, and not subsequently withdraw or modify in any manner adverse to Parent or Acquisition Sub, the unanimous recommendation of the Company Board of Directors that the stockholders adopt this Agreement and approve the Merger and the other Transactions and shall use its reasonable best efforts to obtain such approval. From the Acceptance Time until the consummation of the Merger, in no event shall Parent amend (or permit to be amended) any provision of this Agreement in any manner which would (i) alter or change the amount or form of the Merger Consideration or (ii) otherwise adversely affect the holders of Company Shares. All holders of Company Shares after the Acceptance Time shall be express third party beneficiaries of this Section 7.11. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger cannot be effected pursuant to Section 251(h) of the DGCL and Parent, Acquisition Sub and any other Parent Subsidiary holds in the aggregate at least ninety percent (90%) of the then issued and outstanding Company Shares immediately following the consummation of the Offer, then each of Parent, Acquisition Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCL and upon the terms and subject to the conditions of this Agreement.

  • Shareholder Meeting Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwise.

  • Shareholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

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