Voting Neutralization Sample Clauses

Voting Neutralization. The Investor agrees that, following the Closing hereunder, at any time action is to be taken by the Company’s stockholders, whether by vote at a stockholders’ meeting or by written consent in lieu of a meeting, the Investor shall vote or cause to be voted (or take action or omit to take any action with respect to) all Covered Shares over which such Investor or his controlled Affiliates has sole or shared voting power so as to cause the Covered Shares to reflect the voting results (with respect to shares voted “for”, shares voted “against”, shares “abstained”, shares “withheld”, broker nonvotes and shares not present at the meeting for quorum purposes) of the Public Shares. The Investor hereby irrevocably appoints the Company’s Secretary, or any other designee of the Board (the Company’s Secretary or such other designee, the “Proxyholder”), as the Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution and re-substitution to vote (or cause to be voted, to take action or omit to take any action with respect to, or to give consent) in such manner as the Proxyholder or its, his or her substitute shall deem appropriate or desirable to carry out the purposes and intent of this Section 8.6 at any meeting of the Company held after the Effective Date, whether annual or special and whether or not an adjourned meeting or, if applicable, to give written consent with respect thereto (the “Irrevocable Proxy”). This Irrevocable Proxy is coupled with an interest and shall be irrevocable.
Sample 1
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Voting Neutralization. The Stockholder agrees that at any time any action is to be taken by the Corporation’s stockholders (at a stockholders meeting, by written consent in lieu thereof or otherwise), the Stockholder shall vote or cause to be voted all Voting Securities owned by the Stockholder in the aggregate in excess of 16% of the Total Voting Power in proportion to votes cast by all the Corporation's holders of Voting Securities other than the Stockholder and Bronicki Investment Ltd. (“Bronicki”). The Stockholder shall cause all Voting Securities owned by the Stockholder to be represented, in person or by proxy, at all meetings of holders of Voting Securities of which the Stockholder has actual notice, so that such Voting Securities may be counted for the purpose of determining the presence of a quorum at such meetings. Upon the written request of the Corporation, the Stockholder will execute and deliver, or cause to be executed and delivered, to the Company a proxy in the form attached hereto as Exhibit A in order to give effect to this Section 3.
Sample 1
Voting Neutralization. The Stockholder agrees that at any time any action is to be taken by the Corporation’s stockholders (at a stockholders meeting, by written consent in lieu thereof or otherwise), the Stockholder shall vote or cause to be voted all Voting Securities owned by the Stockholder in the aggregate in excess of 9% of the Total Voting Power in proportion to votes cast by all the Corporation's holders of Voting Securities other than the Stockholder and FIMI ENRG, Limited Partnership, an Israeli limited partnership, and FIMI ENRG, L.P., a Delaware limited partnership (“FIMI”). The Stockholder shall cause all Voting Securities owned by the Stockholder to be represented, in person or by proxy, at all meetings of holders of Voting Securities of which the Stockholder has actual notice, so that such Voting Securities may be counted for the purpose of determining the presence of a quorum at such meetings. Upon the written request of the Corporation, the Stockholder will execute and deliver, or cause to be executed and delivered, to the Company a proxy in the form attached hereto as Exhibit A in order to give effect to this Section 3.
Sample 1

Related to Voting Neutralization

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Network Access Control The VISION Web Site and the Distribution Support Services Web Site (the “DST Web Sites”) are protected through multiple levels of network controls. The first defense is a border router which exists at the boundary between the DST Web Sites and the Internet Service Provider. The border router provides basic protections including anti-spoofing controls. Next is a highly available pair of stateful firewalls that allow only HTTPS traffic destined to the DST Web Sites. The third network control is a highly available pair of load balancers that terminate the HTTPS connections and then forward the traffic on to one of several available web servers. In addition, a second highly available pair of stateful firewalls enforce network controls between the web servers and any back-end application servers. No Internet traffic is allowed directly to the back-end application servers. The DST Web Sites equipment is located and administered at DST’s Winchester data center. Changes to the systems residing on this computer are submitted through the DST change control process. All services and functions within the DST Web Sites are deactivated with the exception of services and functions which support the transfer of files. All ports on the DST Web Sites are disabled, except those ports required to transfer files. All “listeners,” other than listeners required for inbound connections from the load balancers, are deactivated. Directory structures are “hidden” from the user. Services which provide directory information are also deactivated.

  • Access Control Landlord shall be the sole determinant of the type and amount of any access control or courtesy guard services to be provided to the Project, if any. IN ALL EVENTS, LANDLORD SHALL NOT BE LIABLE TO TENANT, AND TENANT HEREBY WAIVES ANY CLAIM AGAINST LANDLORD, FOR (I) ANY UNAUTHORIZED OR CRIMINAL ENTRY OF THIRD PARTIES INTO THE PREMISES, THE BUILDING OR THE PROJECT, (II) ANY DAMAGE TO PERSONS, OR (III) ANY LOSS OF PROPERTY IN AND ABOUT THE PREMISES, THE BUILDING OR THE PROJECT, BY OR FROM ANY UNAUTHORIZED OR CRIMINAL ACTS OF THIRD PARTIES, REGARDLESS OF ANY ACTION, INACTION, FAILURE, BREAKDOWN, MALFUNCTION AND/OR INSUFFICIENCY OF THE ACCESS CONTROL OR COURTESY GUARD SERVICES PROVIDED BY LANDLORD, IF ANY. Tenant shall provide such supplemental security services and shall install within the Premises such supplemental security equipment, systems and procedures as may reasonably be required for the protection of its employees and invitees, provided that Tenant shall coordinate such services and equipment with any security provided by Landlord. The determination of the extent to which such supplemental security equipment, systems and procedures are reasonably required shall be made in the sole judgment, and shall be the sole responsibility, of Tenant. Tenant acknowledges that it has neither received nor relied upon any representation or warranty made by or on behalf of Landlord with respect to the safety or security of the Premises or the Project or any part thereof or the extent or effectiveness of any security measures or procedures now or hereafter provided by Landlord, and further acknowledges that Tenant has made its own independent determinations with respect to all such matters.

  • Purpose and Scope (a) The purpose and business of the Company (the “Company Business”) is to pursue, directly or indirectly through its Subsidiaries or other Persons, business opportunities in the restaurant industry and engage in any lawful act or activity for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental thereto. Notwithstanding anything to the contrary in this Agreement, all matters material to the affairs and business of the Company shall be determined by the Managing Member.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Implementation Manager agrees to use diligence and to employ all reasonable efforts to ensure that the actual costs of maintaining and operating the Property shall not exceed the Operating Budget either in total or in any one accounting category. Any expense causing or likely to cause a variance of greater than ten percent (10%) or $25,000, whichever is greater, in any one accounting category for the current month cumulative year-to-date total shall be promptly explained to Owner by Manager in the next operating statement submitted by Manager to Owner.

  • Implementing Agreement Subject to the terms and conditions hereof, each party hereto shall use its best efforts to take all action required of it to fulfill its obligations under the terms of this Agreement and to facilitate the consummation of the transactions contemplated hereby.

  • Shareholder Account Maintenance a. Maintain all shareholder records for each account in the Trust.

  • Access Controls a. Authorized Access - DST shall have controls that are designed to maintain the logical separation such that access to systems hosting Fund Data and/or being used to provide services to Fund will uniquely identify each individual requiring access, grant access only to authorized personnel based on the principle of least privileges, and prevent unauthorized access to Fund Data.

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