AGAINST definition
AGAINST and “Abstain” means that Fidelity International voted against management or abstained in respect of one or more resolutions. “Take No Action" meetings relate principally to the General Meetings of Fidelity Funds, but also to cases such as share blocking.
AGAINST against any proposal or offer with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of any substantial portion of the assets of, or any equity securities of, or any transaction that would involve the transfer or potential transfer of control of, the Company other than the Merger and any proposed action or transaction that would prevent or intentionally delay consummation of the Merger or is otherwise inconsistent therewith. This proxy is coupled with an interest and is irrevocable until such time as the Voting Agreement, dated as of October 2, 1998, between a certain stockholder of the Company, the undersigned, and Parent terminates in accordance with its terms.
AGAINST any proposal in the same proportion as the votes cast "against" such proposal by the holders of each such class of Vail Securities (excluding the Vail Equity owned by Foods) and that with respect to broker non-votes and abstentions, each class of Vail Equity owned by Foods will be voted in the same proportion as votes deemed "for," "against" or "abstain," giving effect to broker non-votes and abstentions as required under the laws and rules then applicable; provided, however, that Foods shall retain the right to vote its Vail Equity in any manner it sees fit with respect to any proposals for (1) the merger, consolidation or other business combination of Vail or any subsidiary of Vail with or into any other corporation, (2) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of Vail and all of its subsidiaries taken together as a single business, (3) the creation of any other class of stock with voting rights and (4) changes to the Certificate of Incorporation or Bylaws of Vail that adversely affect Foods' rights under this Agreement. The provisions of this Section 2.3 shall apply to both the casting of votes at meetings of shareholders and execution of actions by written consent.
More Definitions of AGAINST
AGAINST the proposal and abstain with respect to ten percent (10%) of the Shares. The term “vote” shall include any exercise of voting rights whether at an annual or special meeting of stockholders or by written consent or in any other manner permitted by applicable law.
AGAINST the proposal but broker non- votes, if any, will not affect the outcome of the voting on the proposal. Regardless of whether there is a quorum, the chairperson of the SilverBow Special Meeting may also adjourn the SilverBow Special Meeting.
AGAINST. Abstain" and "Not Present"), and (iv) the total votes of the General and Limited Partners voted "For," "Against," "Abstain" and "Not Present" would be sufficient (measured in percentage terms), if such vote were a vote by the Company of its stockholders, to approve the Extraordinary Transaction. For purposes of the Partnership Vote, each holder of a Partnership Interest shall be entitled to a number of votes equal to the total votes such holder would have been entitled to at the Stockholder Meeting had such holder presented its Partnership Interest for redemption and such Partnership Interest had been acquired by the Company for the REIT Shares Amount of REIT Shares prior to the record date therefor.
AGAINST or “ABSTAIN”. Any abstentions or failures to vote, including attending non-votes or broker non-votes, will have the same effect as a vote “AGAINST” the Merger Proposal. The vote on this proposal is a vote separate and apart from the Non-Binding Compensation Proposal and the Adjournment Proposal. Accordingly, you may vote in favor of the Non-Binding Compensation Proposal and/or Adjournment Proposal and vote not to approve this proposal and vice versa. The approval of this proposal is a condition to closing under the Merger Agreement, as New Senior stockholders must adopt the Merger Agreement in order for the Merger to occur. If New Senior stockholders fail to approve this proposal, the Merger will not occur. In accordance with Section 14A of the Exchange Act, New Senior is providing New Senior stockholders with the opportunity to cast a non-binding advisory vote on the compensation that may be paid or become payable to New Senior’s named executive officers in connection with the Merger. As required by those rules, New Senior is asking New Senior stockholders to vote on the approval of the following resolution: “RESOLVED, that the compensation that may be paid or become payable to New Senior’s named executive officers in connection with the Merger, as disclosed in the table entitled “Potential Payments to New Senior Named Executive Officers”, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”
AGAINST any matter unless otherwise required by Law.
AGAINST. 0 (zero);
AGAINST. Abstain" and "Not Present" would be sufficient (measured in percentage terms), if such vote were a vote by the Company of its stockholders, to approve the Extraordinary Transaction. For purposes of the Partnership Vote, each holder of a Partnership Interest shall be entitled to a number of votes equal to the total votes such holder would have been entitled to at the Stockholder Meeting had such holder presented its Partnership Interest for redemption and such Partnership Interest had been acquired by the Company for the REIT Shares Amount of REIT Shares prior to the record date therefor.