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. Dated _____________________, 1998 -------------------------------- (Signature of Stockholder)
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.
More Definitions of AGAINST
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.
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 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 and (iii) on other matters as directed by Section 2 of that certain Voting Agreement, dated as of December 18, 1999, between a certain stockholder of the Company, the undersigned, and Parent (the "VOTING AGREEMENT"). This proxy is coupled with an interest and is irrevocable until such time as the Voting Agreement terminates in accordance with its terms. Dated __________________________, 1999 ------------------------------------- (Signature of Stockholder) VOTING AGREEMENT VOTING AGREEMENT (the "AGREEMENT") dated as of December 18, 1999, between the undersigned stockholder ("STOCKHOLDER") of Maker Communications, Inc., a Delaware corporation (the "COMPANY"), and Conexant Systems, Inc., a Delaware corporation ("Parent").
AGAINST any matter unless otherwise required by Law.
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” with respect to each of the proposals. If you are the record holder of your shares of F.N.B. common stock and submit your properly executed proxy without specifying a voting instruction, your shares of F.N.B. common stock will be voted as recommended by the F.N.B. board of directors. If you hold your shares of F.N.B. common stock in “street name” through a broker, bank, or other nominee, you should check the voting form used by that firm to determine whether you may vote by telephone or on the Internet. If you return an incomplete instruction card to your broker, bank or other nominee, the record holder of your shares will not vote your shares with respect to any matter. If any matters not described in this document are properly presented at the special meeting, the persons named on the proxy card will use their own best judgment to determine how to vote your shares. No matters other than those described in this joint proxy statement/prospectus are anticipated to be presented for action at the F.N.B. special meeting or any adjournment or postponement of the special meeting. Shares Held in “Street Name” If you hold your shares of F.N.B. common stock in “street name” through a bank, broker or other nominee, you must provide the record holder of your shares (i.e., your bank, broker or other nominee) with instructions on how to vote your shares. Please follow the voting instructions provided by your bank or broker. You may not vote shares held in street name by returning a proxy card directly to F.N.B. or by voting in person at the F.N.B. special meeting unless you obtain a “legal proxy” from your bank or broker. Furthermore, under stock exchange rules, a bank or broker who holds shares of F.N.B. common stock on behalf of a customer is not permitted to vote its customer’s shares or give a proxy to vote those shares as to either of the proposals that will be presented at the special meeting of F.N.B. shareholders, unless the bank or broker receives specific instructions from its customer. Xxxxx and brokers only have discretionary voting power on matters that are considered “routine” under stock exchange rules. Neither of the proposals for the F.N.B. special meeting is considered a “routine” matter. Consequently, your shares will not be voted on either proposal at the special meeting unless you instruct your bank or broker how to vote. Revoking Your Proxy or Changing Your Vote
AGAINST the Charter Approval Proposal, but will have no effect on the vote count for such other proposals.