Voting of Escrowed Shares. With respect to any matter on which the Escrowed Shares or any other shares of Purchaser Common Stock in the Escrowed Funds are entitled to vote, the Escrow Agent shall seek voting instructions from the Holders. With respect to Holders who timely provide such instruction, the Escrow Agent shall vote the Escrowed Shares that would be distributed to such Holders (assuming no Claim is made) in accordance with the instructions received by such Holders, but shall not otherwise vote such shares.
Voting of Escrowed Shares. The Escrowed Shares held by the ------------------------- Escrow Agent pursuant to this Agreement shall be deemed issued and outstanding, shall appear as issued and outstanding on Monroe's balance sheet, and shall be legally outstanding under applicable state law. With respect to any matter on which stockholders of Monroe have a right to vote, the Escrow Agent, upon receipt of written notices to such effect, on behalf of the Xxxxxxx Stockholders, acting at the written direction of such stockholders, shall exercise the right to vote, or not vote, all Escrowed Shares (or any portion thereof); provided, however, that the Escrow Agent shall at the expense of ----------------- Monroe and the Xxxxxxx Stockholders promptly forward, or cause to be forwarded, copies of any proxies, proxy statements and other soliciting materials which it receives to the Xxxxxxx Stockholders, and shall vote the applicable portion of the Escrowed Shares in accordance with any written instructions timely received by the Escrow Agent from any Xxxxxxx Stockholder. Absent any such written instructions, the Escrow Agent shall not vote any Escrowed Shares.
Voting of Escrowed Shares. Seller shall retain all voting and other rights associated with the Escrowed Shares until the Final Closing Purchase Price is paid in full pursuant to the terms of the Purchase Agreement at the Final Closing; provided, however, that so long as Purchaser is not in default in its obligations under the Purchase Agreement, and the Purchase Agreement remains in effect, Seller shall vote the Escrowed Shares in accordance with instructions from Purchaser, so long as such instructions are received sufficiently in advance of the applicable vote and such voting would not violate applicable law or require amendments to any SEC filing of Seller or Purchaser. Seller shall not be obligated to vote the Final Shares in accordance with Purchaser's instructions in connection with any matter (i) proposed by or on behalf of Purchaser or any of its Affiliates that Purchaser did not previously disclose to Seller in its Schedule 13D or (ii) as to which Purchaser or any of its Affiliates would have an interest that is different from the interests of the other stockholders of the Company such as an interest that would be of a nature that would have to be disclosed pursuant to Item 1005(d) of Regulation M-A or Item 404 of Regulation S-K, if either of such provisions were applicable.
Voting of Escrowed Shares. With respect to any matter on which the holders of Parent Class A Common Stock have voting rights, the Escrowed Shares shall be voted in the same proportion with respect to any item submitted to a vote of shareholders as are the votes cast by all holders of Parent Class A Common Stock with respect to such matter (other than any Parent Class A Common Stock held by Time Warner Inc. or its controlled Affiliates or by the Escrow Account), as such ratio is certified to the Escrow Agent by Buyer.
Voting of Escrowed Shares. During the escrow period, the Company agrees to provide to Fulcrum with respect to the Escrowed Shares copies of all materials provided to the stockholders of the Company with respect to the voting of such shares and copies of written communication delivered to stockholders pursuant to the Company's Certificate of Incorporation, By-Laws and the Rules and Regulations under the Securities Exchange Act of 1934, as amended.
Voting of Escrowed Shares. Until the termination of this Escrow Agreement, Cohen shall have the right to xxxxxise, in person or by his nominees or proxies, all stockholders' voting rights and powers in respect of the Escrowed Shares deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote provided hereunder shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of stockholders of Medical Media. To facilitate the same, AFMN shall deliver an irrevocable proxy to Cohen in the form attached herxxx xs Exhibit A.
Voting of Escrowed Shares. This Agreement will not impair any right of the Sellers to exercise voting rights attaching to the Escrowed Shares, if any, or any shareholder remedies provided by applicable Law, and the Escrow Agent hereby agrees to exercise any such right on the Sellers’ behalf upon direction from the Sellers Representative on behalf of each applicable Seller.
Voting of Escrowed Shares. The Escrow Agent shall vote the Escrowed Shares that it holds in the Escrow Account as directed by the written instructions of the Members'Agent in connection with any matter to be voted on by Maverick's stockholders.
Voting of Escrowed Shares. For any matters brought to a vote of the Parent shareholders during such time when any Escrowed Earnout Shares remain in escrow, the Company Shareholders shall be entitled to vote such Escrowed Earnout Shares without restriction. • The Company Shareholders may vote the Escrowed Indemnity Shares without restriction. Initial Composition of the • Simultaneously with the Closing, the Board shall be expanded Board of Directors of Parent to 9 members and shall initially consist of the following (the “Board”) members: • The following 1 person designated by Apollo prior to Closing (or such other person as Apollo shall designate prior to the Closing): • Xxxx Xxxxx • 5 persons to be designated by Apollo prior to Closing, at least one of whom shall be considered “independent” under applicable stock exchange rules. • The following 1 person who is currently on the Board (or such other person as the Board shall designate prior to the Closing who is reasonably acceptable to the Escrow Representative): • Xxxx Xxxxx • In addition, 2 persons who are considered “independent” under applicable stock exchange rules shall be designated mutually by the Board and the Escrow Representative. Founder Board Nominations • In the event of the death, disability, disqualification, resignation or removal of Xxxx Xxxxx, or his failure to be elected, in each case, prior to the expiration of the Escrow Period, Parent shall nominate for election to the Board a replacement (the “Replacement Director”) designated by the Founders (as determined by a majority-in-interest (based on fully-diluted ownership of Parent common stock from time to time) of the Founders), who shall be entitled to serve until the expiration of the Escrow Period. Such Replacement Director shall meet any applicable requirements or qualifications under applicable law, stock exchange rules and Parent organizational documents to be a member of the Board. Nothing herein shall be deemed to require that any party hereto, or any affiliate thereof, act or be in violation of any applicable provision of law, legal duty or requirement or stock exchange or stock market rule. • All of the parties to the Shareholders’ Agreement who are entitled to vote with respect to the election of directors of the Board shall agree to vote their shares in favor of Xxxx Xxxxx or the Replacement Director until the earlier of (x) the termination of the Escrow Period and (y) the date when the Founders hold less than 50% of the outstanding Parent common stoc...
Voting of Escrowed Shares. The record owner or the bearer (as applicable) of the Escrowed Shares shall be entitled to exercise the voting rights attributed to such Escrowed Shares; provided that for so long as the Escrow Agent is the bearer of any Escrowed Exchangeable Shares, the Escrow Agent shall vote such shares only in accordance with the instructions of the Shareholders' Agent. In the absence of such directions, the Escrow Agent shall not vote such shares. EBH agrees to provide the Escrow Agent and the Shareholders' Agent with written notice of any shareholders' meetings or other actions to be taken by shareholders on the same basis and at the same time as it would provide to holders of registered shares of EBH.
