Voting and Consents Sample Clauses

Voting and Consents. During the period when restricted shares pursuant to this award are held by the Company under Section A above, Recipient shall have all voting rights with respect thereto. In the event the Recipient shall not exercise said voting rights with respect to this award or with respect to a prior award, then the Management Development and Compensation Committee of the Board of Directors (hereinafter the "Committee") shall be entitled to vote such shares.
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Voting and Consents. In the event of any action requiring the vote, consent, direction, approval or other involvement of the registered owners of any Bonds, the Custodian shall deliver to Fxxxxxx Mac as Holder of the Senior Custodial Receipts its proxy or request for direction with respect to such action, returnable to the Custodian, who shall act solely in accordance with the proxy or direction received from Fxxxxxx Mac (provided Fxxxxxx Mac may delegate its response to such proxy or request to its Servicer by written notice provided to the Custodian).
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Voting and Consents. (i) At any meeting of holders of the Bonds of any Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of at least 66 2/3% in aggregate principal amount of the Bonds of that Series then Outstanding represented at such meeting, or (ii) with the written consent of the holders of at least 66 2/3% in aggregate principal amount of the Bonds of that Series then Outstanding, Peru and the Fiscal Agent may modify, amend or supplement the Terms or this Agreement in any way, and the holders of such Bonds may make, take or give any request, demand, authorization, direction, notice, consent, waiver (including waiver of future compliance or past default) or other action given or taken by holders of such Bonds; provided, however, that no such action, modification, amendment or supplement, however effected, shall apply, without the written consent of the holder of each Bond of the Series affected thereby, to the Bonds of that Series owned or held by such holder with respect to the following matters: (A) change the due date for the payment of the principal of, or any installment of interest on, the Bonds of that Series; (B) reduce the principal amount of or interest on the Bonds of that Series, or the portion of such principal amount which is payable upon acceleration of the maturity of the Bonds of that Series or the interest rate thereon; (C) change the obligation of Peru to pay Additional Amounts as provided in the Terms; (D) change the currency in which payment of interest or principal in respect of the Bonds of that Series is payable; or (E) impair the right to institute suit for the enforcement of any payment in respect of the Bonds of that Series. In addition, no such action, modification, amendment or supplement may, without the written consents of all holders of Bonds of that Series, reduce the above-stated percentage of the principal amount of Outstanding Bonds of that Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of such Bonds or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given. In addition, and notwithstanding the foregoing, at any meeting of holders of Bonds of any Series duly called and held as specified above, upon the affirmative vote, in person or by proxy he...
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Voting and Consents. 71 SECTION 10.02 Defaults; Standstill..........................................73 SECTION 10.03
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Voting and Consents. In counting votes of the Limited Partners (or groups of Limited Partners) for any purpose under this Agreement, the vote of a Feeder Vehicle shall be divided into separate votes (designated as votes for or against or not voting) with respect to any matter based on the numbers of affirmative and negative responses received (or lack of responses) from the Feeder Partners of such Feeder Vehicle, appropriately adjusted where the vote or consent is by a group of Feeder Partners and some, but not all, of such Feeder Partners are members of such group. For purposes of this Section 7.3.3, each Feeder Partner’s vote shall be deemed to constitute the vote of a Limited Partner whose capital commitment to the Feeder Vehicle equals the Capital Commitment of such Feeder Vehicle multiplied by a percentage equal to such Feeder Partner’s proportionate ownership of the Feeder Vehicle (taking into account Section 7.3.2 and including, without limitation, treating a Feeder Partner as a non-voting Defaulting Partner in the manner contemplated by this Section 7.3.3 in the event that a Feeder Partner defaults with respect to a capital obligation to the Feeder Vehicle). For purposes of this Agreement, a Feeder Vehicle may execute multiple written consents each for a portion of its interest in the Fund in the manner contemplated by this Section 7.3.3.
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Voting and Consents. NCEH hereby consents in all respects to, and shall vote all of its outstanding shares of capital stock of the Corporation in favor of, the transactions and agreements evidencing the Preferred Stock Financing.
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Voting and Consents. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Limited Partners, such action shall be deemed to be valid if taken upon the written vote or written consent of those Limited Partners whose Subscriptions represent the specified percentage of the aggregate Subscriptions of all Limited Partners at the time. Similarly, whenever action is required by this Agreement to be taken by a specified percentage in interest of a specified class or group of Limited Partners, such action shall be deemed to be valid if taken upon the vote or written consent of those Limited Partners of such class or group whose Subscriptions represent the specified percentage of the aggregate Subscriptions of all Limited Partners of such class or group at that time. Except as expressly provided herein, no class of, or enumerated category of, Limited Partners shall be entitled to vote or consent separately as a class with respect to any matter. For these purposes, (a) a majority-in-interest shall mean a percentage in interest in excess of 50%, and Defaulting Partners, if any, and non-voting interests, if any, shall not be taken into account. Any interest as a Limited Partner held by the General Partner or any Affiliate of the General Partner, or by any Defaulting Partner, shall be deemed a non- voting interest.
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Voting and Consents. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Limited Partners, such action shall be deemed to be valid if taken upon the written vote, or written consent, of those Limited Partners the Contributions of which represent the specified percentage of the aggregate Contributions of all Limited Partners at the time. Similarly, whenever action is required by this Agreement to be taken by a specified percentage in interest of a specified class or group of Limited Partners, such action shall be deemed to be valid if taken upon the written vote, or written consent, of those Limited Partners of such class or group the Contributions of which represent the specified percentage of the aggregate Contributions of all Limited Partners of such class or group at the time. Notwithstanding any provision of this Agreement to the contrary, no Defaulting Partner may vote with respect to any matter requiring a vote of the Limited Partners, except as otherwise required by the Delaware Act.
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Voting and Consents 
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Related to Voting and Consents

  • Procedures for Voting and Consents The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Agreements and consents The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.

  • Corporate Consents The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.

  • Filings and Consents Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • LICENCES AND CONSENTS 6.1 The Company has all necessary licences, consents, permits and authorities necessary to carry on its business in the places and in the manner in which its business is now carried on, all of which are valid and subsisting.

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