Voting Neutralization Sample Clauses

Voting Neutralization. The Stockholder agrees that at any time any action is to be taken by the Corporation’s stockholders (at a stockholders meeting, by written consent in lieu thereof or otherwise), the Stockholder shall vote or cause to be voted all Voting Securities owned by the Stockholder in the aggregate in excess of 16% of the Total Voting Power in proportion to votes cast by all the Corporation's holders of Voting Securities other than the Stockholder and Bronicki Investment Ltd. (“Bronicki”). The Stockholder shall cause all Voting Securities owned by the Stockholder to be represented, in person or by proxy, at all meetings of holders of Voting Securities of which the Stockholder has actual notice, so that such Voting Securities may be counted for the purpose of determining the presence of a quorum at such meetings. Upon the written request of the Corporation, the Stockholder will execute and deliver, or cause to be executed and delivered, to the Company a proxy in the form attached hereto as Exhibit A in order to give effect to this Section 3.
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Voting Neutralization. The Investor agrees that, following the Closing hereunder, at any time action is to be taken by the Company’s stockholders, whether by vote at a stockholders’ meeting or by written consent in lieu of a meeting, the Investor shall vote or cause to be voted (or take action or omit to take any action with respect to) all Covered Shares over which such Investor or his controlled Affiliates has sole or shared voting power so as to cause the Covered Shares to reflect the voting results (with respect to shares voted “for”, shares voted “against”, shares “abstained”, shares “withheld”, broker nonvotes and shares not present at the meeting for quorum purposes) of the Public Shares. The Investor hereby irrevocably appoints the Company’s Secretary, or any other designee of the Board (the Company’s Secretary or such other designee, the “Proxyholder”), as the Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution and re-substitution to vote (or cause to be voted, to take action or omit to take any action with respect to, or to give consent) in such manner as the Proxyholder or its, his or her substitute shall deem appropriate or desirable to carry out the purposes and intent of this Section 8.6 at any meeting of the Company held after the Effective Date, whether annual or special and whether or not an adjourned meeting or, if applicable, to give written consent with respect thereto (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest and shall be irrevocable.
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Voting Neutralization. The Stockholder agrees that at any time any action is to be taken by the Corporation’s stockholders (at a stockholders meeting, by written consent in lieu thereof or otherwise), the Stockholder shall vote or cause to be voted all Voting Securities owned by the Stockholder in the aggregate in excess of 9% of the Total Voting Power in proportion to votes cast by all the Corporation's holders of Voting Securities other than the Stockholder and FIMI ENRG, Limited Partnership, an Israeli limited partnership, and FIMI ENRG, L.P., a Delaware limited partnership (“FIMI”). The Stockholder shall cause all Voting Securities owned by the Stockholder to be represented, in person or by proxy, at all meetings of holders of Voting Securities of which the Stockholder has actual notice, so that such Voting Securities may be counted for the purpose of determining the presence of a quorum at such meetings. Upon the written request of the Corporation, the Stockholder will execute and deliver, or cause to be executed and delivered, to the Company a proxy in the form attached hereto as Exhibit A in order to give effect to this Section 3.
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Related to Voting Neutralization

  • Signaling Each Party will provide the other Party with access to its databases and associated signaling necessary for the routing and completion of the other Party’s traffic in accordance with the provisions contained in the Unbundled Network Element Attachment or applicable access tariff.

  • Scaling “Scaling,” as used herein, involves:

  • Combination and Split Up The Depositary, subject to the terms and conditions of this Deposit Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts and upon payment to the Depositary of the applicable fees and charges set forth in Section 5.9 hereof and Article (9) of the Receipt, execute and Deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

  • Proposed Policies and Procedures Regarding New Online Content and Functionality By February 1, 2017, the Division will submit to OCR for its review and approval proposed policies and procedures (“the Plan for New Content”) to ensure that all new, newly-added, or modified online content and functionality will be accessible to people with disabilities as measured by conformance to the Benchmarks for Measuring Accessibility set forth above, except where doing so would impose a fundamental alteration or undue burden. a) When fundamental alteration or undue burden defenses apply, the Plan for New Content will require the Division to provide equally effective alternative access. The Plan for New Content will require the Division, in providing equally effective alternate access, to take any actions that do not result in a fundamental alteration or undue financial and administrative burdens, but nevertheless ensure that, to the maximum extent possible, individuals with disabilities receive the same benefits or services as their nondisabled peers. To provide equally effective alternate access, alternatives are not required to produce the identical result or level of achievement for persons with and without disabilities, but must afford persons with disabilities equal opportunity to obtain the same result, to gain the same benefit, or to reach the same level of achievement, in the most integrated setting appropriate to the person’s needs. b) The Plan for New Content must include sufficient quality assurance procedures, backed by adequate personnel and financial resources, for full implementation. This provision also applies to the Division online content and functionality developed by, maintained by, or offered through a third-party vendor or by using open sources. c) Within thirty (30) days of receiving OCR’s approval of the Plan for New Content, the Division will officially adopt and fully implement the amended policies and procedures.

  • Provisioning Line Splitting and Splitter Space 3.8.1 The Data LEC, Voice CLEC or BellSouth may provide the splitter. When EZ Phone or its authorized agent owns the splitter, Line Splitting requires the following: a non-designed analog Loop from the serving wire center to the NID at the End User’s location; a collocation cross connection connecting the Loop to the collocation space; a second collocation cross connection from the collocation space connected to a voice port; the high frequency spectrum line activation, and a splitter. The Loop and port cannot be a Loop and port combination (i.e. UNE-P), but must be individual stand-alone Network Elements. When BellSouth owns the splitter, Line Splitting requires the following: a non designed analog Loop from the serving wire center to the NID at the End User’s location with CFA and splitter port assignments, and a collocation cross connection from the collocation space connected to a voice port. 3.8.2 An unloaded 2-wire copper Loop must serve the End User. The meet point for the Voice CLEC and the Data LEC is the point of termination on the MDF for the Data LEC's cable and pairs. 3.8.3 The foregoing procedures are applicable to migration to Line Splitting Service from a UNE-P arrangement, BellSouth Retail Voice Service, BellSouth High Frequency Spectrum (CO Based) Line Sharing. 3.8.4 For other migration scenarios to line splitting, BellSouth will work cooperatively with CLECs to develop methods and procedures to develop a process whereby a Voice CLEC and a Data LEC may provide services over the same Loop.