Voting and Proxy Sample Clauses

The Voting and Proxy clause establishes the rules and procedures for how voting rights are exercised within an organization or among parties to an agreement. It typically outlines who is entitled to vote, how votes may be cast (such as in person, by mail, or electronically), and the process for appointing a proxy to vote on someone else's behalf. For example, a shareholder unable to attend a meeting may designate another person to vote in their place. This clause ensures that decision-making processes remain functional and inclusive, even when some parties cannot participate directly, thereby maintaining organizational governance and representation.
Voting and Proxy. When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote.
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Voting and Proxy. 3 Section 3.1 Agreement to Vote the Subject Shares.................................................. 3 Section 3.2 Grant of Proxy........................................................................ 3 Section 3.3 Nature of Proxy....................................................................... 4 ARTICLE IV
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Voting and Proxy. Subject to the provisions of section 1.7, and provided that Galenica has entered into and complied in all material respects with its obligations under the Combination Agreement, the Aspreva Shareholder covenants and agrees in favour of Galenica to vote, or cause to be voted, all Securities held by the Aspreva Shareholder (including all Securities owned including at the date hereof, whether held directly, or indirectly, or beneficially, and including all Securities acquired by the Approved Shareholder, directly or indirectly, or beneficially, at any time prior to the Aspreva Meeting (as defined below) and including all other Securities over which the Aspreva Shareholder has control or direction) (the “Subject Securities”) except for Subject Securities transferred by the Aspreva Shareholder pursuant to section 1.6 (A) in favour of (i) the Arrangement Resolution; and (ii) any Alternative Transaction (as defined below) at any extraordinary meeting or meetings (or adjournment or adjournments thereof) of holders of Securities to be held to consider the Arrangement or such Alternative Transaction (the “Aspreva Meeting”) and (B) against any Acquisition Proposal that shall be submitted for the vote or consent of the holders of Securities, including, in each case, in connection with any separate vote of any sub-group of holders of Securities that may be required to be taken and of which sub-group the Aspreva Shareholder forms a part. In furtherance of the Aspreva Shareholder’s voting agreement in this section, the Aspreva Shareholder hereby revokes any and all previous proxies with respect to any of the Subject Securities and grants to Galenica and such individuals or corporations as Galenica may designate an irrevocable proxy to vote all of the Subject Securities in accordance with this section 1.2.
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Voting and Proxy. (a) If an Event of Noncompliance shall have been declared in accordance with the Stockholders' Agreement, then, with respect to all actions to be taken by the Company or its stockholders (whether by proxy or consent) on which the Common Stockholders have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of the Company's capital stock, each Common Stockholder hereby irrevocably (i) makes, constitutes and appoints the Preferred Stock Designee to act as such Common Stockholder's true and lawful proxy and attorney-in-fact in the name and on behalf of such Common Stockholder, with full power to appoint a substitute or substitutes with respect to the Shares owned by such Common Stockholder, (ii) directs the Preferred Stock Designee to vote the Shares owned by such Common Stockholder, at any time and from time to time, with respect to all actions to be taken by the Company or its stockholders (whether by proxy or consent) on which the Common Stockholders have the right, by statute or otherwise, to vote, whether as a separate class or together with other classes of the Company's capital stock, in the place and stead of the Common Stockholder and (iii) agrees to cooperate generally with the Preferred Stock Designee and the Preferred Stockholders in implementing the decisions of the Preferred Stockholders with respect to the future course of the Company. By giving this proxy each Common Stockholder hereby revokes any other proxy granted by such Common Stockholder to vote any of the Shares owned by him, her or it. The proxy granted herein shall expire on the date of termination of this Agreement. (b) All power and authority hereby conferred is coupled with an interest and is irrevocable, shall not be terminated by any act of the Common Stockholders or any of them or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all beneficiaries, heirs at law, legatees, distributees, successors,
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Voting and Proxy. The Stockholder hereby agrees to vote all shares of ---------------- NexGen Common Stock now or at any time hereafter owned by the Stockholder of record or beneficially (the "Shares") in favor of the Merger Agreement and the Merger at any meeting of the stockholders of NexGen called for the purpose of considering the Merger. Concurrently with the Stockholder's execution of this Agreement, the Stockholder has executed and delivered to AMD an irrevocable proxy (the "AMD Proxy") in the form of Exhibit 1 attached hereto, appointing the officers of AMD named therein, or either of them, as proxy for the Stockholder to vote the Shares in accordance with the preceding sentence. Exhibit A ---------
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Voting and Proxy. (a) Subject to Subsections (b), (c), (d), and (f), at any duly called and constituted Sponsor Board meeting where there is a quorum, each Employer Representative and Employee Representative present is entitled to one vote. Subject to Subsection (e), all decisions to be made by the Sponsor Board must be made by resolution passed by at least a two-thirds majority of the votes cast. (b) A Sponsor Board Member, other than the Sponsor Board Chair and Sponsor Board Vice- Chair, may designate another Sponsor Board Member, in such form as determined by the Sponsor Board, to vote on decisions on behalf of the first Sponsor Board Member at a meeting (the latter Sponsor Board Member being a “Sponsor Board Member Proxy”). (c) Where a Sponsor Board Member does not attend a meeting, and does not designate Sponsor Board Member Proxy or where such Sponsor Board Member Proxy is not in attendance in a meeting, either the Sponsor Board Chair or the Sponsor Board Vice-Chair, as applicable, whichever was appointed by the same Appointing Body which appointed such Sponsor Board Member who is not in attendance, shall vote on behalf of such Sponsor Board Member who is not in attendance. Where a Sponsor Board Member position is vacant, either the Sponsor Board Chair or the Sponsor Board Vice-Chair, as applicable, whichever was appointed by the same Appointing Body which is entitled to appoint such vacant Sponsor Board Member position, shall vote in place of such vacant Sponsor Board Member position. (d) Where a Sponsor Board Member is acting as Alternate Sponsor Board Chair, Alternate Sponsor Board Vice-Chair or as a Sponsor Board Member Proxy, or where the Sponsor Board Chair or Sponsor Board Vice-Chair is voting on behalf of a Sponsor Board Member who is not in attendance or in place of a vacant Sponsor Board Member position, such Sponsor Board Member (including the Sponsor Board Chair or Sponsor Board Vice-Chair, as applicable) is entitled to an additional vote for each such additional Sponsor Board Member for whom they are acting on behalf of and each such vacant Sponsor Board Member position for whom they are voting in place of. (e) All decisions that pertain to: (i) temporary benefit reductions under Section V of the Funding Policy, as amended from time to time; (ii) where more than one type of benefit has been reduced under Section V of the Funding Policy, the corresponding benefit reinstatements pursuant to section V.D. of the Funding Policy, as amended from time to time; o...
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Voting and Proxy. (a) Each Minority Stockholder agrees to vote the shares of Common Stock owned or controlled by it, him or her in the manner specified by Sun with respect to: (i) any sale of all or substantially all of the assets of the Company or any of its subsidiaries to a Person not an Affiliate of Sun; (ii) any acquisition, merger or consolidation involving the Company or any of its subsidiaries in which a Person (or group of Persons acting in concert) not an Affiliate (or Affiliates) of Sun shall own in excess of fifty percent (50%) of the surviving corporation following such acquisition, merger or consolidation; (iii) any transaction to which Section 3.1, Section 3.2 or Section 6 applies; (iv) the election of the members of the Board; and (v) any other matter on which the stockholders of a Delaware corporation generally have a right to vote.
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Voting and Proxy 
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Related to Voting and Proxy

  • Voting Agreements The Shareholder agrees with, and covenants to, Buyer as follows: (a) At any meeting of shareholders of Seller called to vote upon the Merger Agreement and/or the Transactions or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement and/or the Transactions is sought (collectively, the “Shareholders’ Meeting”), the Shareholder shall vote (or cause to be voted) all of the Shareholder’s Shares in favor of the execution and delivery by Seller of the Merger Agreement, and the approval of the terms thereof and each of the Transactions; provided however, that nothing in this Agreement shall be deemed to require the Shareholder to vote any Shares over which he has or shares voting power solely in a fiduciary capacity on behalf of any Person other than the Seller if the Shareholder determines in good faith that such a vote would cause a breach of fiduciary duties to such other Person. The Shareholder shall not grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the Merger Agreement and the Transactions. The Shareholder hereby grants Buyer an irrevocable proxy, coupled with an interest, to vote all of the Shareholder’s Shares in favor of the Merger Agreement and the Transactions, and against any competing proposals or other Acquisition Proposals or Acquisition Transactions; provided, however, that upon the payment of the termination fee by the Seller in accordance with Section 8.3(a) of the Merger Agreement, the Shareholder will automatically be released from the irrevocable proxy granted hereunder. (b) At any meeting of Seller’s shareholders or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) such Shareholder’s Shares against (i) any Acquisition Proposal or Acquisition Transaction, including, without limitation, any merger, consolidation or exchange agreement or merger or exchange (other than the Merger Agreement and the Transactions), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Seller, or (ii) any amendment of Seller’s articles of incorporation or bylaws or other proposal or transaction involving Seller, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger Agreement, or any of the Transactions (each of the foregoing in clause (i) or (ii) above, a “Competing Transaction”).

  • Voting Agreement (a) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by ▇▇▇▇▇▇ in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.