Voting PoA definition

Voting PoA means either (i) a power of attorney granted by a VE Member in favor of VI or (ii) a power of attorney granted by VE on behalf of one or more VE Members (pursuant to the Powers of Attorney) in favor of VI, each effective as of the Closing, to enable VI to control the rights attaching to the VE Shares pending registration of the Share Purchase, substantially in the form attached hereto as Exhibit I.
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Voting PoA means either (i) a power of attorney granted by a VE Member in favor of VI or (ii) a power of attorney granted by VE on behalf of one or more VE Members (pursuant to the Powers of Attorney) in favor of VI, each effective as of the Closing, to enable VI to control the rights attaching to the VE Shares pending registration of the Share Purchase, substantially in the form attached hereto as Exhibit I .
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Voting PoA has the meaning given in paragraph 7 of Schedule D;
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Examples of Voting PoA in a sentence

  • The Voting PoA shall become exercisable immediately upon the occurrence of the Actionable Cap Exceedance and remain exercisable until the later of (the “Voting PoA Deadline”): (A) date on which the Cure Notice is delivered pursuant to paragraph 5 or the Actionable Cap Exceedance is cured pursuant to paragraph 4, paragraph 6 or paragraph 10 (as the case may be); and (B) the Sale PoA Outside Time.

  • The number of Acquired Excess Securities and Excess Shares shall be reduced for all purposes of this Agreement (including the number of Shares held by the applicable McCain Family Party for purposes of the Voting PoA and the Sale PoA) by the number of Shares in respect of which satisfactory evidence is received by the Company setting out the particulars of any sales of Excess Shares by the McCain Family Parties from time to time during the pendency of an Actionable Cap Exceedance.

  • The Voting PoA, being coupled with an interest, shall not be revoked by the death, insolvency or bankruptcy of the relevant McCain Family Party and each McCain Family Party hereby ratifies and confirms and agrees to ratify and confirm all that the Company may lawfully do or cause to be done by virtue of such appointment and power.

  • In the event that, for any reason, the Voting PoA is not exercisable by the Company in whole or in part, no McCain Family Party shall vote or attempt to vote the Voting PoA Shares and the Company may instruct the scrutineers at the relevant shareholders meeting to disregard any such votes.

  • The number of Acquired Excess Securities and Excess Shares at the relevant time shall be reduced for all purposes of this Agreement (including the number of Shares held by the applicable McCain Family Party for purposes of the Voting PoA and the Sale PoA) by the number of Shares set out in such Sale Notice.

  • In the event that such information is not known to the Company and is not provided by the McCain Family Representative pursuant to this paragraph or paragraph 14 prior to the Exceedance Cure Deadline, then the Company shall be entitled to designate to the McCain Family Representative in writing those McCain Family Parties that the Company has determined shall, for all purposes of this Agreement (including the Voting PoA and the Sale PoA), be deemed to have acquired the Acquired Excess Securities.

  • In exercising the Voting PoA, the Company shall vote (or refrain from voting) the Voting PoA Shares in the manner directed by a majority of the independent directors.

Related to Voting PoA

  • Voting Power means the voting power of all securities of the Company then outstanding and generally entitled to vote for the election of directors of the Company.

  • Voting system or "system" means any machine, device, technology, or equipment used to

  • Total Voting Power means, with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any meeting of stockholders of such Person if all securities entitled to vote in the election of directors of such Person (on a fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or convertible into, such voting securities) were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency).

  • Voting group means all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on the matter are for that purpose a single voting group.

  • Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.

  • Voting Interest With respect to any provisions hereof providing for the action, consent or approval of the Holders of all Certificates evidencing specified Voting Interests in the Trust Estate, the Holders of each Class of Certificates will collectively be entitled to the then applicable percentage of the aggregate Voting Interest represented by all Certificates equal to the ratio obtained by dividing the Principal Balance of such Class by the sum of the Class A Principal Balance and the Class B Principal Balance. Each Certificateholder of a Class will have a Voting Interest equal to the product of the Voting Interest to which such Class is collectively entitled and the Percentage Interest in such Class represented by such Holder's Certificates. With respect to any provisions hereof providing for action, consent or approval of each Class of Certificates or specified Classes of Certificates, each Certificateholder of a Class will have a Voting Interest in such Class equal to such Holder's Percentage Interest in such Class.

  • Voting Period means the period commencing on (and including) the date of this Agreement and ending on (and including) the Expiration Date.

  • Voting Interests means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

  • Voting Parity Stock means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Combined Voting Power means the aggregate votes entitled to be cast generally in the election of the Board of Directors, or similar managing group, of a corporation or other entity by holders of then outstanding Voting Securities of such corporation or other entity.

  • Voting Units means collectively, the Units and Special Voting Units;

  • Voting Common Stock means the Voting Common Stock, par value $.01 per share, of the Company.

  • Shareholding means the holding by a Member of a Share or Shares (whether in a class or not);

  • Voting Stock of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

  • Voting shall have a correlative meaning.

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Voting device means any device provided by an election officer for a voter to vote a mechanical ballot.

  • Voting booth or “booth” means that booth or enclosure wherein an elector casts his or her ballot for tabulation by an electronic or electromechanical device.

  • Voting Securities means any securities of the Company that vote generally in the election of directors.

  • Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) Working Day from the closure of the Tendering Period for the Offer.

  • Voting area means the area within six feet of the voting booths, voting

  • Voting Members has the meaning set forth in Section 4.07(b).

  • Voting Control means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

  • voting security means any security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a person, or any security issued under or pursuant to any trust, agreement or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such security are presently entitled to vote in the direction or management of the affairs of a person.

  • Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and