THE RIGHT TO VOTE Sample Clauses

THE RIGHT TO VOTE. 4.1 Each Party agrees to attend the Shareholders Meetings of the Company and exercise the right to vote conferred upon each of them by their Linked Shares, directly or through its legally appointed representatives, voting on a uniform basis, as established at the Pre-Meeting before the Shareholders Meeting referred to in Clause 4.2 below, in all cases in strict compliance with the provisions of this Agreement, in order to ensure more participation of the Parties in the resolutions of the Shareholders Meetings of the Company.
Sample 1Sample 2Sample 3
THE RIGHT TO VOTE. The BDR holders will have the right to instruct ITAUCOR in order to set the vote, corresponding to the Securities deposited before the CUSTODIAN, exclusively regarding matters in which such Securities have the right to vote, according to what is stated in the CUSTOMER articles of association.
Sample 1
THE RIGHT TO VOTE. 8.1 At the direct election of company and group representatives, cf. clauses 3.1, 3.2.1 and 3.3.1, every employee is entitled to vote (have the right to vote) if the employee still in employ- ment in the specific company/group company at the time of publication of the electoral list, cf. clause 5.3, and has not resigned from his/her position on the election day.
Sample 1Sample 2

Related to THE RIGHT TO VOTE

  • Right to Vote As of the date hereof and as of the date of the Titan Stockholders' Meeting (which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Shareholder has full legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the approval and authorization of the Merger Agreement, the Merger and the Related Agreements (to the extent TeleCorp is a party thereto) and the other transactions contemplated thereby (collectively, the "Titan Proposals") without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Shareholder has not entered into any voting agreement with any person or entity with respect to any of the Shares, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Shares in favor of the Titan Proposals except for this Agreement. From and after the date hereof, except as otherwise permitted by this Agreement or prohibited by order of a court of competent jurisdiction, such Shareholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares, to the extent the Shares carry the right to vote thereon and have not been Transferred in accordance herewith, in favor of the Titan Proposals. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, each Shareholder will not enter into any voting agreement with any person or entity with respect to any of the Shares (including without limitation any amendment, modification, waiver or supplement to Section 3.7 or Article 4 of the Stockholders Agreement), grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting such Shareholder's legal power, authority or right to vote the Shares in favor of the approval of the Titan Proposals.

  • 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.

  • Agreement to Vote Each Stockholder hereby irrevocably and unconditionally agrees that, subject to the terms of this Agreement, until the Termination Date, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of such Subject Shares (i) unless the Merger Agreement has been validly terminated in accordance with its terms, against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article 7 or Annex I of the Merger Agreement not being satisfied in a timely manner; (ii) against any Acquisition Proposal or any action in furtherance of a specific Acquisition Proposal and (iii) unless the Merger Agreement has been validly terminated in accordance with its terms, against any other action, agreement or transaction involving the Company or any Company Subsidiary that is intended or would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Transactions); (y) a sale, lease, license or transfer of a material amount of assets of the Company or any reorganization, recapitalization or liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Charter Documents as in effect on the date hereof. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

  • Agreement to Vote Shares Shareholder shall be present (in person or by proxy) at and vote the Shareholder's Shares (including any New Shares (as defined in Section 4 hereof)), and shall cause any holder of record of the Shareholder's Shares (including any New Shares) to be present and vote, (a) in favor of adoption and approval of the Reorganization Agreement and the Merger (and each other action and transaction contemplated by the Reorganization Agreement or by this Agreement) and (b) against any Takeover Proposal (as defined in the Reorganization Agreement) other than the Merger (or any other Takeover Proposal of Acquiror) and against any proposed action or transaction that would prevent or intentionally delay consummation of the Merger (or other Takeover Proposal of Acquiror) or is otherwise inconsistent therewith (including, without limitation, (A) any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Target under the Reorganization Agreement or of Shareholder under this Agreement, (B) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Target or its Subsidiaries (as defined in the Reorganization Agreement), (C) a sale, lease or transfer of a material amount of assets of Target or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Target or its Subsidiaries, (D) (1) any change in the present capitalization of Target or any amendment of Target's Articles of Incorporation or Code of Regulations, (2) any other material change in Target's corporate structure or business, or (3) any other action involving Target or its Subsidiaries which is intended, or could reasonably be expected, to materially delay or materially and adversely affect the Merger and the transactions contemplated by this Agreement and the Reorganization Agreement at every meeting of the shareholders of Target at which any such matters are considered and at every adjournment thereof (and, if applicable, in connection with any request or solicitation of written consents of shareholders). Notwithstanding anything in this Agreement to the contrary, Shareholder shall not be obligated under this Agreement to vote a particular way with respect to the election of directors of Target, and Acquiror shall not have any right under this Agreement to exercise or direct the exercise of any voting rights with respect to the election of directors of Target. Any such vote shall be cast, or consent shall be given, in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Shareholder hereby revokes any and all previous proxies granted with respect to the Shareholder's Shares. Shareholder shall also use reasonable best efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement, and shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Agreement.

  • Covenant to Vote The Corporation and the Stockholders hereby agree to take all actions necessary to call, or cause the Companies and the appropriate officers and directors of the Companies to call, an annual meeting (and when circumstances so require, a special meeting) of the stockholders and/or Board of Directors of the Companies, and to vote all shares of Companies Common Stock held of record by DSH at any such meeting and at any other annual or special meeting of the stockholder in favor of, or take all actions by written consent in lieu of any such meeting as may be necessary to cause, the election as members of the Companies Board of Directors of those individuals so designated in accordance with this Article III.

  • Agreement to Vote Shares; Irrevocable Proxy (a) Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote: (i) in favor of the Merger and the Merger Agreement, at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement and (3) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Charter Documents of the Company).

  • Right to Views Nothing contained in this Agreement shall be construed to limit, impair or affect the right of any interpreter or his/her representative to the expression or communication of a view, grievance, complaint or opinion on any matter related to the conditions or compensation of public employment or their betterment, as long as the same is not designed to and does not interfere with the full, faithful and proper performance of the duties of employment or circumvent the rights of the exclusive representative.

  • Time Off to Vote The Employer agrees that it will fully comply with any law requiring that employees be given time off to vote.

  • Right to Convene Meetings The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto or at such other place as may be mutually approved or determined by the Warrant Agent and the Corporation.

  • List of Stockholders Entitled to Vote The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also 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.