Management Proxy definition

Management Proxy shall have the meaning as set forth in Section 4.1.
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Management Proxy any proxy of any officer or employee of Holdings, the Company or any of its Subsidiaries, directly or indirectly, giving BH the right to vote the shares of Capital Stock of Holdings owned by such officer or employee, substantially identical in form and substance to the Management Proxies delivered to the Administrative Agent prior to the Effective Date.
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Examples of Management Proxy in a sentence

  • In the event the Depositary does not receive such opinion, the Depositary will not grant the Management Proxy but will cause the Deposited Securities to be present at the shareholders' meeting to the extent practicable and permitted by applicable law but will not cause the Deposited Securities to be voted or the Management Proxy to be granted.

  • The Depositary's grant of a Management Proxy in the manner and circumstances described in the preceding paragraph shall be subject to the receipt by the Depositary prior to each shareholders' meeting of an opinion of ROC counsel addressed to, and in form and substance satisfactory to, the Depositary.

  • Each of the Management Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Management Proxy from and against any and all losses incurred by such Management Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Management Proxy’s capacity as a Management Proxy other than such claims or losses resulting from a Management Proxy’s willful misconduct.

  • By execution hereof, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby agrees to act as Management Proxy until such time as a new Management Proxy is elected by the majority in interest of the Management Stockholders.

  • None of the information to be supplied by or on behalf of Parent for inclusion in the Management Proxy Circular will, at the time the Management Proxy Circular is 31.

  • As long as ▇▇▇ ▇▇▇▇▇▇▇ has the right to form part of the list of nominee directors proposed by the Corporation hereunder, the Corporation shall propose ▇▇▇ ▇▇▇▇▇▇▇ for election to the Board and include him in any Management Proxy Circular, and take the necessary steps to ensure that ▇▇▇▇▇▇▇’▇ rights hereunder are respected.

  • In any such event, Parent and the Company shall co-operate in the preparation of a supplement or amendment to the Management Proxy Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to the Company Shareholders and/or filed with the relevant securities regulatory authorities and/or stock exchanges.

  • Emergency leave is defined as leave provided for business or activities, which cannot be conducted during time outside of school.

  • Upon the Effective Date, NovaCopper shall be deemed to have entered into agreements with each of the Optionholders with respect to the NovaCopper Arrangement Options on the terms and conditions set forth in the Management Proxy Circular and the Option Plan, and NovaCopper covenants to issue that number of NovaCopper Shares as may be required upon the valid exercise of the NovaCopper Arrangement Options, in accordance with the notice of exercise delivered in connection therewith.

  • In any such event, Parent and the Company shall co-operate in the preparation of a supplement or amendment to the Management Proxy Circular or such other document, as required and as the case may be, and, if required, shall cause the same to be distributed to shareholders of the Company and/or filed with the relevant securities regulatory authorities and/or stock exchanges.

Related to Management Proxy

  • Management Letter means formal communications from the auditor to the client management in accordance with the International Standard on Auditing 265 (communicating deficiencies in internal control to those charged with governance and management), which is not required to be provided separately as it is equivalent to the Audit Findings and Recommendations prepared by the Project auditor and submitted to ADB;

  • Exit Management means the obligations and rights of the Parties to ensure a smooth transition of the Framework from the Contractor to the Authority or any Replacement Contractor as set out in Clause 44 (Exit Management) and Schedule 8 (Exit Management).

  • Best management practice (BMP) means a structural device or nonstructural practice designed to temporarily store or treat stormwater runoff in order to mitigate flooding, reduce pollution, and provide other amenities.

  • Management Services means the services specified in sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

  • Best management practice or "BMP" means schedules of activities, prohibitions of practices, including both structural and nonstructural practices, maintenance procedures, and other management practices to prevent or reduce the pollution of surface waters and groundwater systems from the impacts of land-disturbing activities.