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. 4.2 The Parties agree to hold a meeting prior to (i) each general shareholders meeting, and (ii) the meetings of the Board of Directors of the Company whose agenda is to resolve on any of the matters listed in Clause 4.3 below (“Pre-Meeting”). 4.2.1 Unless otherwise provided for in Clause 4.4 below, any and all resolution taken at a Pre-Meeting shall be binding upon the Parties, whether they have attended the Pre-Meeting or not, and shall determine their vote at the respective shareholders meeting or the vote of their representatives at the respective meeting of the Board of Directors, regardless of any dissenting votes that may be counted at the Pre-Meeting. To that effect, each of the Parties hereby and in accordance with the provisions of article 118, paragraph 7, of the Brazilian Corporations Law, grant the other irrevocable and irreversible powers to represent it at each shareholders meeting, in such a way that the absent parties be represented by the attending parties, casting their votes strictly in accordance with the terms established in the minutes of the Pre-Meeting as regards the matters in the agenda of the shareholders meeting concerned. 4.2.2 Unless otherwise provided for in this Agreement, the resolutions at the Pre-Meeting shall be taken upon the affirmative vote of simple majority of all votes of the Parties, and each Party shall be entitled to the number of votes established in the table below: 4.2.3 The Pre-Meeting shall be convened by any of the Parties, upon written notice, evidenced by return receipt, and it shall be held at least 2 (two) business days before the date scheduled for the shareholders meeting or the meeting of the Board of Directors concerned, in all cases subject to there being at least 15 (fifteen) days between the date of receipt of the call notice and the date of the Pre-Meeting, and the Parties shall attend it through their representatives (whether Directors or not), empowered to represent each...
Sample 1
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. 4.7.1. General meeting called by the CUSTOMER must have its convocation addressed to ITAUCOR, in not more than 4 (four) pages previously translated into Portuguese, so that ITAUCOR can provide a mailing to the BDR holders, with the matters to be voted 4.7.2. The letters will be addressed to the BDR holders in a period of 10 (ten) business days after completion of the above item, as per the addresses previously registered at ITAUCOR and to the respective brokers or custody agents. 4.7.3. The voting instructions must be addressed to ITAUCOR at the Rua Ururaí, 111 – Prédio II – Piso Térreo – Tatuapé – São Paulo, SP, CEP 03084-010, Attn: Unidade Dedicada de Produtos ADR/BDR. 4.7.4. ITAUCOR upon receiving the mail with the respective voting instructions, ITAUCOR will compile the votes and forward to the CUSTODIAN, via SWIFT message email in PDF file or fax-simile. 4.7.5. When receiving the information, the CUSTODIAN will vote or will constitute proxy to vote in the respective shareholder meeting, as per the instructions received from ITAUCOR 4.7.6. ITAUCOR and its agents will not be held responsible for any issue if the voting instructions are not received in time, or not received at all. This means that occasionally, the BDR holders may not be able to vote and cannot recourse, if the vote is not set as requested. 4.7.7. The CUSTOMER cannot guarantee that the BDR holders will timely take knowledge of the meeting its subject of vote, in such way to allow them to send their voting instructions to ITAUCOR on time. 4.7.8. Should the CUSTOMER send the general meeting convocation to ITAUCOR for it to timely requests the BDR holders voting instructions, and ITAUCOR did not receive those voting instructions until the specified date, ITAUCOR will consider that there are no instructions to be complied with. In this case, no votes, corresponding to the Securities deposited before the CUSTODIAN will be carried out. 4.7.9. Under no circumstances ITAUCOR will have the right to discretionarily carry out vote related to those Securities which role is to be the BDRs financial guarantee. If, after the fulfillment of the stated on items 4.7.1 to 4.7.5, ITAUCOR has not received the voting ins...
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. 8.2 At the indirect election of group representatives, cf. clauses 3.2.2 and 3.3.2, the right to vote s exercised by an electoral college. 8.3 In case of doubt, the election committee determines whether the conditions mentioned in sub-clause 1 are met.
Sample 1
THE RIGHT TO VOTE. 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 1

Related to THE RIGHT TO VOTE

  • Right to Vote 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.

  • 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. (b) With respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3.

  • Agreement to Vote (a) The Stockholder hereby agrees that, during the Voting Period, it shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) in favor of the approval of the Merger Agreement, the Merger and the Transactions at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the foregoing matters. (b) The Stockholder hereby agrees that, during the Voting Period, the Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares and any New Shares beneficially owned by the Stockholder as of the applicable record date) against each of the matters set forth in clauses (i) or (ii) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of any class or classes of capital stock of the Company at or in connection with which any of such holders vote or execute consents with respect to any of the following matters: (i) any action, proposal, transaction or agreement involving the Company or any of its subsidiaries that would reasonably be expected to, in any material respect, prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Merger or the other Transactions; or (ii) any Acquisition Proposal, other than an Acquisition Proposal made by Parent. (c) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Nothing contained in this Section 2.1shall require the Stockholder to vote or execute any consent with respect to any Option Shares on or not issued upon the exercise of a Company Option on or prior to the applicable record date for that vote or consent. (d) Except as set forth in clauses (a) and (b) of this Section 2.1, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent the right to vote any Owned Shares at any meeting of the stockholders other than as provided in this Section 2.1.

  • Agreement to Vote Shares (a) At every meeting of the Stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Stockholders of Company, the Stockholder (in the Stockholder’s capacity as such), to the extent not voted by the Person(s) appointed under the Proxy, shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then-owned by such Stockholder and entitled to vote or act by written consent: (i) in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, in competition with, or would result in a breach of, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement; and (iii) against any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal or Acquisition Transaction or (F) any other action that is intended to, or would reasonably be expected to materially, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i), (ii) and (iii) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. For the avoidance of doubt, clauses (i), (ii) and (iii) shall not apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in violation of the terms of the Merger Agreement). (b) In the event that a meeting of the Stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum. (c) The Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.

  • Covenant to Vote (a) Each Principal Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 12 hereof: (i) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Seller Common Stock held during the term of this Agreement called to vote upon the Transaction, however called, such Principal Stockholder will, provided that such Principal Stockholder has received written notice from Purchaser within a reasonable period of time prior to any such meeting that Purchaser is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the “Proxy”) at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor of the Transaction; (ii) such Principal Stockholder will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Transaction with respect to all of the Owned Shares; and (iii) such Principal Stockholder will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) in favor of any other Alternative Proposal, nor vote the Owned Shares at a meeting of the holders of Seller Common Stock nor execute any written consent in lieu of a meeting of holders of Seller Common Stock if such vote or consent by the holders of Seller Common Stock would be inconsistent with or frustrate the purposes of the other agreements of such Principal Stockholder pursuant to the Asset Purchase Agreement or this Agreement. (b) For purposes of clarity, each Principal Stockholder acknowledges that the covenant set forth in Section 3(a) applies even if the Board of Directors of Seller withdraws, modifies or qualifies in a manner adverse to Purchaser its recommendation regarding the Asset Purchase Agreement or the Transaction. (c) Each Principal Stockholder hereby revokes any and all previous proxies with respect to such Principal Stockholder’s Owned Shares.

  • Agreement to Vote Shares; Irrevocable Proxy (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against 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 Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

  • 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.

  • 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 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.