Voting Authority. The Stockholder has full legal power, authority and right to vote all of the Shares owned of record and/or beneficially by the Stockholder in favor of the Proposal and the approval and authorization of the Transactions without the consent or approval of, or any other action on the part of, any other Person. Without limiting the generality of the foregoing, the Stockholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Shares, granted any Person 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 limiting or affecting Stockholder’s legal power, authority or right to vote the Shares on any matter. For purpose hereof, “Person” means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, governmental entity or any other entity or group (as such term is defined in Section 13(d)(3) of the Exchange Act).
Voting Authority. If more than one person is designated as Plan Administrator, the Plan Administrator shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. However, if less than three members are appointed, the Plan Administrators shall act only upon the unanimous consent of its members. An individual who is a Plan Administrator and who is also a Participant shall not vote or act upon any matter relating to himself or herself, unless such person is the sole Plan Administrator.
Voting Authority. Holder is not a party to any voting agreement with respect to any of the Owned Securities other than the I-Link Shareholders Agreement or arising out of the Red Cube AG Securities Purchase Agreement and has not granted a revocable or an irrevocable proxy to any Person with respect to any of the Owned Securities other than the proxy granted to Red Cube, which proxy has been expired or terminated.
Voting Authority. 7 3.5 ABSENCE OF CONFLICTING AGREEMENTS; CONSENTS..........................7 3.6 DISCLOSURE...........................................................7 3.7 NO RELATED PARTY TRANSACTIONS........................................7 3.8
Voting Authority. Winter Harbor is not a party to any voting agreement with respect to any of the Securities other than the I-Link Shareholders Agreement and has not granted a revocable or an irrevocable proxy to any Person with respect to any of the Securities other than the proxy granted to Red Cube under Section 5.6(a) of this Agreement.
Voting Authority. The Stockholders shall have the sole right to exercise any voting rights pertaining to the Escrow Shares. The Stockholders may deliver a proxy to the Stockholder Representative permitting the Stockholder Representative to exercise the Stockholders’ voting rights, as directed by the Stockholders, with respect to their respective Escrow Shares.
Voting Authority. The Shareholders shall have the full right to vote all Escrowed Shares (other than any Escrowed Shares that have been delivered to the Parent to satisfy an Indemnity Claim or any Escrowed Shares that are the subject of an Undisputed Demand) for so long as they are held by the Escrow Agent. The Escrow Agent shall comply with any written directions of a Shareholder as to the exercise of any voting rights by that Shareholder. In the absence of such directions, the Escrow Agent shall not vote any of the Escrowed Shares.
Voting Authority. 4 SECTION 3 INVESTMENT OF ESCROW DEPOSIT AND ACCOUNTING................................................4 3.1 Investment of Escrow Deposit......................................................4 3.2 Accounting........................................................................5
Voting Authority. The Shareholders shall retain full voting authority with respect to the Escrowed Shares.
Voting Authority i. Each Member shall be entitled to one vote.
