against definition

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 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.

More Definitions of against

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 any matter unless otherwise required by Law.
against or to abstain from voting in the same proportion as all Non-Trust shares are validly voted "for," "against" or abstain from voting, as the case may be, with respect to such matter. The Trustee shall also cause to be present for purposes of determining the presence of a quorum at such meeting Trust Shares in such number which is in proportion to the number of Non-Trust Shares which are present at such meeting in relation to the number of outstanding Non-Trust Shares. Whenever any consent in writing of the stockholders of ICNW is sought with respect to any action, the Trustee shall consent thereto with respect to the Trust Shares in such number which is in proportion to the number of Non-Trust Shares with respect to which a consent has been delivered in relation to the number of outstanding Non-Trust Shares.
against a Plan of StockConversion of Allied First Bank pursuant to which Allied First Bank will convert from a state-chartered mutual savings bank to a state-chartered stock savings bank, including the adoption of a stock savings bank charter and bylaws, with the concurrent sale of all the Bank's common stock to Allied First Bancorp, Inc., a Maryland corporation (the "Holding Company"), and sale by the Holding Company of shares of its common stock. FOR / / AGAINST / /
against all risks of physical loss" (subject to standard policy exclusions), including collapse, water damage, flood and earthquake and transit coverage, during construction or repairs of the Improvements, with deductible approved by Beneficiary in its reasonable discretion, in reporting form, covering the total replacement value of work performed and equipment, supplies and materials furnished (with an appropriate limit for soft costs in the case of construction); provided, however, that the maintenance of insurance against earthquake and flood risks shall be subject to availability of such insurance coverage on commercially reasonable terms;