Voting and Proxy. When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote.
Voting and Proxy. 3 Section 3.1 Agreement to Vote the Subject Shares.................................................. 3 Section 3.2 Grant of Proxy........................................................................ 3 Section 3.3 Nature of Proxy....................................................................... 4 ARTICLE IV
Voting and Proxy. Subject to the provisions of section 1.7, and provided that Galenica has entered into and complied in all material respects with its obligations under the Combination Agreement, the Aspreva Shareholder covenants and agrees in favour of Galenica to vote, or cause to be voted, all Securities held by the Aspreva Shareholder (including all Securities owned including at the date hereof, whether held directly, or indirectly, or beneficially, and including all Securities acquired by the Approved Shareholder, directly or indirectly, or beneficially, at any time prior to the Aspreva Meeting (as defined below) and including all other Securities over which the Aspreva Shareholder has control or direction) (the “Subject Securities”) except for Subject Securities transferred by the Aspreva Shareholder pursuant to section 1.6 (A) in favour of (i) the Arrangement Resolution; and (ii) any Alternative Transaction (as defined below) at any extraordinary meeting or meetings (or adjournment or adjournments thereof) of holders of Securities to be held to consider the Arrangement or such Alternative Transaction (the “Aspreva Meeting”) and (B) against any Acquisition Proposal that shall be submitted for the vote or consent of the holders of Securities, including, in each case, in connection with any separate vote of any sub-group of holders of Securities that may be required to be taken and of which sub-group the Aspreva Shareholder forms a part. In furtherance of the Aspreva Shareholder’s voting agreement in this section, the Aspreva Shareholder hereby revokes any and all previous proxies with respect to any of the Subject Securities and grants to Galenica and such individuals or corporations as Galenica may designate an irrevocable proxy to vote all of the Subject Securities in accordance with this section 1.2.
Voting and Proxy. (a) If an Event of Noncompliance shall have been declared in accordance with the Stockholders' Agreement, then, with respect to all actions to be taken by the Company or its stockholders (whether by proxy or consent) on which the Common Stockholders have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of the Company's capital stock, each Common Stockholder hereby irrevocably (i) makes, constitutes and appoints the Preferred Stock Designee to act as such Common Stockholder's true and lawful proxy and attorney-in-fact in the name and on behalf of such Common Stockholder, with full power to appoint a substitute or substitutes with respect to the Shares owned by such Common Stockholder, (ii) directs the Preferred Stock Designee to vote the Shares owned by such Common Stockholder, at any time and from time to time, with respect to all actions to be taken by the Company or its stockholders (whether by proxy or consent) on which the Common Stockholders have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of the Company's capital stock, in the place and stead of the Common Stockholder and (iii) agrees to cooperate generally with the Preferred Stock Designee and the Preferred Stockholders in implementing the decisions of the Preferred Stockholders with respect to the future course of the Company. By giving this proxy each Common Stockholder hereby revokes any other proxy granted by such Common Stockholder to vote any of the Shares owned by him, her or it. The proxy granted herein shall expire on the date of termination of this Agreement.
Voting and Proxy. (a) Each Minority Stockholder agrees to vote the shares of Common Stock owned or controlled by it, him or her in the manner specified by Sun with respect to: (i) any sale of all or substantially all of the assets of the Company or any of its subsidiaries to a Person not an Affiliate of Sun; (ii) any acquisition, merger or consolidation involving the Company or any of its subsidiaries in which a Person (or group of Persons acting in concert) not an Affiliate (or Affiliates) of Sun shall own in excess of fifty percent (50%) of the surviving corporation following such acquisition, merger or consolidation; (iii) any transaction to which Section 3.1, Section 3.2 or Section 6 applies; (iv) the election of the members of the Board; and (v) any other matter on which the stockholders of a Delaware corporation generally have a right to vote.
Voting and Proxy. The Stockholder hereby agrees to vote all shares of ---------------- NexGen Common Stock now or at any time hereafter owned by the Stockholder of record or beneficially (the "Shares") in favor of the Merger Agreement and the Merger at any meeting of the stockholders of NexGen called for the purpose of considering the Merger. Concurrently with the Stockholder's execution of this Agreement, the Stockholder has executed and delivered to AMD an irrevocable proxy (the "AMD Proxy") in the form of Exhibit 1 attached hereto, appointing the officers of AMD named therein, or either of them, as proxy for the Stockholder to vote the Shares in accordance with the preceding sentence. Exhibit A ---------
Voting and Proxy. (a) Subject to Subsections (b), (c), (d), and (f), at any duly called and constituted Sponsor Board meeting where there is a quorum, each Employer Representative and Employee Representative present is entitled to one vote. Subject to Subsection (e), all decisions to be made by the Sponsor Board must be made by resolution passed by at least a two-thirds majority of the votes cast.
Voting and Proxy
