Appointment of Irrevocable Proxy. The Participant, from time to time, may be a Beneficial Owner or, alternatively, only an owner of record of Shares. To the extent that it is a Beneficial Owner of Shares, the Participant does hereby irrevocably appoint the Distributor as its true and lawful attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant’s beneficially owned Shares of each Fund, which the Participant is or may be entitled to vote at any meeting of a Fund held after the date this Agreement is executed, whether annual or special and whether or not a postponed or adjourned meeting, or, if applicable, to give written or electronic consent with respect thereto, and to otherwise represent the Participant at the meeting with all powers possessed by the Participant if personally present at the meeting. The Participant hereby revokes all prior proxies for such meetings, affirms that this proxy is given in connection with this Agreement and that this proxy is coupled with an interest and is valid and irrevocable during the term set forth in paragraph c of this Section 9, and ratifies and confirms all that the proxy may lawfully do or cause to be done by virtue hereof.
Appointment of Irrevocable Proxy. The Participant, from time to time, may be a beneficial owner and/or an owner of record of Shares. To the extent that it is a beneficial owner of Shares, the Participant does hereby irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant’s beneficially owned Shares of a Series, which the Participant is or may be entitled to vote at any meeting of a Series held after the date this Agreement is executed, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor shall “echo” vote (or abstain from voting) the Participant’s beneficially owned Shares (i.e., vote such Shares in the same manner and in the same proportion as the votes (or abstentions) of other holders of the corresponding Series) on any matter, question or resolution submitted to the vote of shareholders of the applicable Series and with complete independence from and without any regard to any views, statements or interests of the Participant, its affiliates or any other person.
Appointment of Irrevocable Proxy. The Participant, from time to time, may be a beneficial owner and/or an owner of record of Shares. To the extent that it is a beneficial owner of Shares, the Participant does hereby irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant’s beneficially owned Shares of a Series, which the Participant is or may be entitled to vote at any meeting of a Series held after the date this Agreement is executed, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto.
Appointment of Irrevocable Proxy. The Participant represents that, from time to time, the Participant may be a Beneficial Owner and/or a legal owner of the Shares. To the extent that the Participant is a Beneficial Owner and/or legal owner of the Shares, the Participant agrees irrevocably to appoint the Distributor as the Participant’s attorney and proxy with full authorization and power to vote (or abstain from voting) the Shares of the Trust which the Participant is or may be entitled to vote at any meeting of shareholders of the Trust held after the date that this irrevocable proxy is accepted by the Distributor whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. Notwithstanding the foregoing, Shares for which the Participant is the record owner but not the Beneficial Owner (the “Managed Account Shares”) shall not be subject to this irrevocable proxy. The Participant represents that the Participant and the Participant’s affiliates do not directly or indirectly own, control, or hold with power to vote Managed Account Shares and acknowledges that the Distributor is not responsible to exercise the voting rights applicable to Managed Account Shares.
Appointment of Irrevocable Proxy. The Participant, from time to time, may be a beneficial owner and/or an owner of record of Shares. To the extent that it is a beneficial owner of Shares, the Participant does hereby irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant’s beneficially owned Shares of a Fund, which the Participant is or may be entitled to vote at any meeting of a Fund held after the date this Agreement is executed, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor shall “echo” vote (or abstain from voting) the Participant’s beneficially owned Shares (i.e., vote such Shares in the same manner and in the same proportion as the votes (or abstentions) of other holders of the corresponding Fund) on any matter, question or resolution submitted to the vote of shareholders of the applicable Fund and with complete independence from and without any regard to any views, statements or interests of the Participant, its affiliates or any other person. For the avoidance of doubt, the Shares shall not include those Shares for which the Participant is the record owner but which are held for the benefit of third parties, or in customer or fiduciary accounts in the ordinary course of business. It shall be the responsibility of the Participant to instruct the Distributor in writing as to which Shares will be voted by the Distributor as attorney and proxy under this Section 9 and provide the Distributor with any notices it receives with respect to voting Shares.
Appointment of Irrevocable Proxy. The Participant, from time to time, may be a Beneficial Owner or an owner of record of a Fund. To the extent that it is a Beneficial Owner of a Fund, the Participant does hereby irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant’s beneficially owned shares of a Fund which the Participant is or may be entitled to vote at any meeting of a Fund held after the date this Agreement is executed, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor shall mirror vote (or abstain from voting) the Participant’s beneficially owned shares in the same proportion as the votes (or abstentions) of other holders of the corresponding Fund on any matter, question or resolution submitted to the vote of shareholders of such Fund and with complete independence from and without any regard to any views, statements or interests of the Participant, its affiliates or any other person.
Appointment of Irrevocable Proxy. The Participant, from time to time, may be a beneficial owner or an owner of record of an Index Series. To the extent that it is a beneficial owner of an Index Series, the Participant does hereby irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant's beneficially owned iShares of an Index Series, which the Participant is or may be entitled to vote at any meeting of an Index Series held after the date this Agreement is executed, whether annual or special and DRAFT: 6/13/02 -------------- whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor shall mirror vote (or abstain from voting) the Participant's beneficially owned iShares in the same proportion as the votes (or abstentions) of other holders of the corresponding Index Series on any matter, question or resolution submitted to the vote of shareholders of such Index Series and with complete independence from and without any regard to any views, statements or interests of the Participant, its affiliates or any other person.
Appointment of Irrevocable Proxy. The Participant, from time to time, may be a beneficial owner or an owner of record of an Index Fund. To the extent that it is a beneficial owner of an Index Fund, the Participant does hereby irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant's beneficially owned iShares of an Index Fund which the Participant is or may be entitled to vote at any meeting of an Index Fund held after the date this Agreement is executed, whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor shall mirror vote (or abstain from voting) the Participant's beneficially owned iShares in the same proportion as the votes (or abstentions) of other holders of the corresponding Index Fund on any matter, question or resolution submitted to the vote of shareholders of such Index Fund and with complete independence from and without any regard to any views, statements or interests of the Participant, its affiliates or any other person.
Appointment of Irrevocable Proxy. 2.1. Each Norton Family Stockholder does hereby irrevocably constitute and appoint Philxxx X. Xxxxxx xx in the event of his death, then Patrxxxx X. Xxxxxx, xx then living, attorney and proxy for such Norton Family Stockholder with power of substitution for and in the name of such Norton Family Stockholder to vote all shares of voting stock of the Corporation now owned or hereafter acquired (whether by purchase, dividend, stock split, reclassification or otherwise) by such Norton Family Stockholder in the Corporation at any meeting of the stockholders of the Corporation and to execute a consent, in lieu of voting said shares at a meeting, to any action that is required to be taken or may be taken at a stockholder meeting, and gives or grants unto said attorney and proxy the right to exercise all powers, rights and privileges which such Norton Family Stockholder would possess; and ratifies and approves all that said attorney and proxy shall lawfully do or cause to be done, hereby revoking any proxy or proxies heretofore given to any person or persons to vote said shares. It is understood and agreed that each appointment and proxy hereunder is irrevocable and coupled with an interest, and shall terminate only upon the earlier to occur of (i) the death or formally adjudicated mental incapacity of Philxxx X. Xxxxxx xx (ii) the sale or transfer of such Norton Family Stockholder's voting stock to a third party.
Appointment of Irrevocable Proxy. The Participant represents that, from time to time, the Participant may be a Beneficial Owner and/or a legal owner of the Shares. To the extent that the Participant is a Beneficial Owner and/or legal owner of the Shares, the Participant agrees irrevocably to appoint the Distributor as the Participant’s attorney and proxy with full authorization and power to vote (or abstain from voting) the Shares of the Trust which the Participant is or may be entitled to vote at any meeting of shareholders of the Trust held after the date that this irrevocable proxy is accepted by the Distributor whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. The Distributor will vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion (or abstentions) as the other shareholders of the applicable Series. Notwithstanding the foregoing, Shares for which the Participant is the record owner but not the Beneficial Owner (the “Managed Account Shares”) shall not be subject to this irrevocable proxy. The Participant represents that the Participant and the Participant’s affiliates do not directly or indirectly own, control, or hold with power to vote Managed Account Shares and acknowledges that the Distributor is not responsible to exercise the voting rights applicable to Managed Account Shares.
