Right to Vote Assets and Payments Sample Clauses

Right to Vote Assets and Payments of Dividends and Interest 5 Section 4.2 Responsibilities of Trustee 5 Section 4.3 Monthly Report 6 Section 4.4 Reliance on Authority 6 Section 4.5 Charges of Trustee 6 Section 4.6 Indemnification of Trustee 6 Section 4.7 Resignation or Removal of Trustee 6 Section 4.8 Additional Trustee Provisions 7 Article V Term; Termination 7 Section 5.1 Term; Termination 7 Section 5.2 Effect of Termination 7 Article VI Miscellaneous Provisions 8 Section 6.1 Assignment and Delegation 8 Section 6.2 Construction 8 Section 6.3 Counterparts 8 Section 6.4 Entire Agreement 8 Section 6.5 Governing Law 8 Section 6.6 Notices 8 Section 6.7 Other Instruments 10 Section 6.8 Severability 10 Section 6.9 Waiver of Breach 10 REINSURANCE TRUST AGREEMENT THIS REINSURANCE TRUST AGREEMENT (this “Reinsurance Trust Agreement”) is made and entered into by and among Washington National Insurance Company, an Indiana stock life insurance company (“Beneficiary”), Beechwood Re Ltd, a Cayman Islands stock life reinsurance company (“Grantor”), and Wilmington Trust, National Association, a national banking association (“Trustee”). Beneficiary, Grantor and Trustee are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
Sample 1
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Right to Vote Assets and Payments of Dividends and Interest 5 Section 4.2 Responsibilities of Trustee 5 Section 4.3 Monthly Report 6 Section 4.4 Reliance on Authority 6 Section 4.5 Charges of Trustee 6 Section 4.6 Indemnification of Trustee 6 Section 4.7 Resignation or Removal of Trustee 6 Section 4.8 Additional Trustee Provisions 7 Article V Term; Termination 7 Section 5.1 Term; Termination 7 Section 5.2 Effect of Termination 7 Article VI Miscellaneous Provisions 8 Section 6.1 Assignment and Delegation 8 Section 6.2 Construction 8 Section 6.3 Counterparts 8 Section 6.4 Entire Agreement 8 Section 6.5 Governing Law 8 Section 6.6 Notices 8 Section 6.7 Other Instruments 10 Section 6.8 Severability 10 Section 6.9 Waiver of Breach 10 NEW YORK SUPPLEMENTAL TRUST AGREEMENT THIS NEW YORK SUPPLEMENTAL TRUST AGREEMENT (this “New York Supplemental Trust Agreement”) is made and entered into by and among Bankers Conseco Life Insurance Company, a New York stock life insurance company (“Beneficiary”), Beechwood Re Ltd, a Cayman Islands stock life reinsurance company (“Grantor”), and Wilmington Trust, National Association, a national banking association (“Trustee”) for the purpose of establishing a supplemental trust account (the “Supplemental Trust Account”) in relation to that certain New York Reinsurance Agreement. Beneficiary, Grantor and Trustee are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
Sample 1

Related to Right to Vote Assets and Payments

  • Right to Vote and Related Matters (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

  • Right to Vote 3.27 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.

  • Agreement to Vote Shares The Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Buyer (or adjournment or postponement thereof), or in connection with any written consent of the stockholders of the Buyer, with respect to the Merger, the Agreement and Plan of Merger or any Acquisition Proposal, Stockholder shall:

  • Agreement to Vote From the period commencing with the execution and delivery of this Agreement and continuing until the Termination Date (as defined herein), each Southcross Holdings Party irrevocably and unconditionally agrees that, so long as no Event of Default (as such term is defined in the Credit Agreement dated April 13, 2016 by and among Holdings Borrower, Southcross Holdings Borrower GP LLC, a Delaware limited liability company (“Holdings Borrower General Partner”), Southcross Holdings Guarantor LP, a Delaware limited partnership (“Holdings Guarantor”), the Subsidiary Guarantors, the Lenders thereto and UBS AG, Stamford Branch, as Issuing Bank and administrative agent) has occurred and is continuing, it shall, at any meeting of the unitholders of SXE (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of unitholders of SXE to the fullest extent that the Voting Interests are entitled to vote thereon or consent thereto (the parties hereto acknowledge that in accordance with the SXE Partnership Agreement SXE Common Units owned by the Southcross Holdings Parties will not be entitled to vote for approval and adoption of the Merger Agreement or the Merger) (a) when a meeting is held, appear at such meeting or otherwise cause the Voting Interests to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by SXE for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Voting Interests (i) in favor of the Merger, the approval of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against (A) any SXE Alternative Proposal, (B) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other Person (other than the Merger), (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of SXE or any of its Subsidiaries under the Merger Agreement, (D) any change in the present capitalization or dividend policy of SXE or any amendment or other change to the SXE Charter Documents, except if approved by AMID, and (E) any other change in SXE’s corporate structure or business.

  • List of Stockholders Entitled to Vote The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

  • Covenant to Vote Each Stockholder shall appear in person or by proxy at any annual or special meeting of the Company’s stockholders for the purpose of establishing a quorum, and shall vote such Stockholder’s Shares upon any matter submitted to the Company’s stockholders in a manner not inconsistent or in conflict with, and to implement, the terms of this Agreement.

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Right to Views Nothing contained in this Agreement shall be construed to limit, impair or affect the right of any employee or representative of an employee to the expression or communication of a view, complaint or opinion on any matter so long as such action does not interfere with the performance of the duties of employment as prescribed in this Agreement or circumvent the rights of the exclusive representative.

  • Capitalization and Voting Rights The authorized capital of the Company consists, or will consist immediately prior to the Closing, of:

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