Voting and Other Sample Clauses

Voting and Other. ACTION Custodian shall promptly deliver or mail to the Fund all forms of proxies and all notices of meetings relating to Securities held for the account of each Portfolio, and, upon receipt of proper instructions, shall execute and deliver such proxies or other authorizations as may be required. Neither Custodian nor its nominee shall vote any Securities or execute any proxy to vote the same or give any consent to take any other action with respect thereto (except as otherwise herein provided) unless directed to do so by the Fund on behalf of the Portfolio upon receipt of proper instructions.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Voting and Other. Rights Subject to the terms of this Agreement, you shall have all the rights and privileges of a stockholder of the Company while the Restricted Stock is held in escrow, including the right to vote and to receive dividends (if any). Restrictions on Issuance The Company will not issue any Restricted Stock or Shares if the issuance of such Restricted Stock or Shares at that time would violate any law or regulation. Withholding Taxes The release of the Restricted Stock from escrow will not be allowed unless you make acceptable arrangements to pay any withholding or other taxes that may be due. Restrictions on Resale By signing this Agreement, you agree not to sell any Restricted Stock prior to its vesting or sell any Shares acquired under this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. No Retention Rights This Agreement is not an employment agreement and does not give you the right to be retained by the Company (or its parent, subsidiaries or affiliates) and you agree that you are an employee-at-will. The Company (or its parent, subsidiaries or affiliates) reserves the right to terminate your service at any time and for any reason. Representations You acknowledge that, while employed by the Company or any subsidiary or affiliate thereof, you will have access to confidential and proprietary information regarding the internal affairs, operations and customers (customer is defined herein as including, but not limited to, borrowers, makers, lessees, guarantors, vendors and manufacturers of the following: equipment, construction equipment, transportation equipment, buses, trailers, trucks, tractors, vehicles, manufacturing equipment, machine tools, waste equipment, recycling equipment and production equipment) of the Company and any subsidiary or affiliate thereof, including but not limited to, information contained in any internal memorandum, standard operating procedure manual, employee manual, customer or vendor lists, accounting records, computer-generated information, computer lists, computer reports, computer records, computer printouts or any software data or other information in any computer system of the Company or any subsidiary or affiliate thereof and other information which pertains to the business of the Company or any subsidiary or affiliate thereof, which is not disclosed by the Company or any subsidiary or affiliate thereof to the general public. By acceptance of this Agreement, you ...
Sample 1Sample 2See All (4)
Voting and Other. Rights Consultant shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereon; provided, however, that any additional shares of Common Stock or other securities that Consultant may become entitled to receive pursuant to a stock split or dividend with respect to the Common Stock or a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company shall be subject to the same restrictions and risk of forfeiture as the Restricted Shares with respect to which such additional shares of Common Stock or other securities were received by Consultant.
Sample 1Sample 2
Voting and Other. Rights Subject to the terms of this Agreement, you shall have all the rights and privileges of a shareholder of the Company while the Common Stock is held in escrow, including the right to vote and to receive dividends (if any). Restrictions on Issuance The Company will not issue any Common Stock or Shares if the issuance of such Common Stock or Shares at that time would violate any law or regulation. Withholding Taxes The release of the Common Stock from escrow will not be allowed unless you make acceptable arrangements to pay any withholding or other taxes that may be due. In the event that there is a trading blackout which prohibits you from selling Shares on the open market at the time of vesting of Common Stock subject to this Award (and for which a Code Section 83(b) election was not made), you may have the Company withhold some of the shares that would otherwise be released to you (in an amount not to exceed the statutory minimum of your federal, state and local tax obligations associated with such vesting). Any shares that are withheld shall be valued using their fair market value as of the date of vesting. Restrictions on Resale By signing this Agreement, you agree not to sell any Common Stock prior to its vesting or sell any Shares acquired under this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. If the sale of Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which requires an investment or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel.
Sample 1
Voting and Other. (a) Each of the Stockholder and Metropolitan agree that, during the Term (i) it will, and will cause their respective affiliates to, be present, in person or represented by proxy, at all stockholder meetings of the Company for the election of directors, so that all Voting Securities beneficially owned by it and its affiliates shall be counted for the purpose of determining the presence of a quorum for the election of directors at such meetings, and (ii) it will, and will cause its affiliates to, vote or act by consent with respect to, all Voting Securities beneficially owned by it and its affiliates (x) for the election of the nominees for the Company's Board of Directors nominated by Metropolitan, or its affiliates, or such other nominees otherwise identified in writing by Metropolitan as being nominees for which Metropolitan will cast votes in favor ("Metropolitan Nominees"), (y) amend the by laws of the Company to increase the total number of Directors of the Company to be elected by Shareholders to 13, six (6) of whom will be elected during the course of the next two annual meetings, and (z) for such other actions of stockholders as may be reasonably necessary or helpful to cause the election of the Metropolitan Nominees to the Company's Board of Directors at the earliest possible time, including such amendments to the Company's by-laws or Certificate of Incorporation as may be proposed or supported by Metropolitan. In the event any party hereto is not expected to be present at an Annual Meeting or adjournment thereof at a time when this Agreement is in effect, then he shall execute in favor of a party attending a revocable proxy to vote his Voting Securities in the manner and for the purposes outlined hereinabove. Other than the foregoing, there shall be no restrictions on any party's ability to vote any Voting Securities for any other purpose, and subject to compliance to Article 6 hereof any party may dispose in whole or in part of his economic interest in his Voting Securities in any manner which complies with applicable law. It is expressly understood and agreed that the provisions of this Agreement are not intended to cover and shall have no force and effect upon any securities of Raymxxx Xxxp. with respect to which a party hereto acts as a fiduciary under any trust instrument for the benefit of a third party.
Sample 1
Voting and Other. Rights Grantee shall have all the rights and privileges of a stockholder of the Company while the Shares are held in escrow, including the right to vote and to receive dividends (if any).
Sample 1
AutoNDA by SimpleDocs

Related to Voting and Other

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares 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 Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date.

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Stamp and other duties The Borrowers must pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Banks) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan or any Advance and agree to indemnify the Banks or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Voting Rights and Other Actions 14 SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters..................14 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters........................15 SECTION 4.3. Restrictions on Certificateholder's Power..........................................15 SECTION 4.4. Rights of Note Insurer.............................................................15

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by applicable Legal Requirements, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale under the Security Instrument of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of the Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of the Security Instrument and on behalf of all persons to the extent permitted by applicable Legal Requirements.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

Time is Money Join Law Insider Premium to draft better contracts faster.