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Appointment of proxies Sample Clauses

Appointment of proxies. (a) (Requirements) Each instrument appointing a proxy shall be in writing and, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution, shall be deposited at the registered office of the Trustee or at such other place as the Trustee shall designate or approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote and in default, the instrument or proxy shall be treated as invalid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy proof (if applicable) of due execution shall if required by the Trustee be produced by the proxy at the meeting or adjourned meeting but the Trustee shall not be obliged to investigate or be concerned with the validity of, or the authority of, the proxy named in any such instrument. Any person may act as a proxy whether or not that person is a Noteholder. (b) (Proxy remains valid) Any vote given in accordance with the terms of an instrument of proxy conforming with clause 17.9(a) shall be valid notwithstanding the previous death or insanity of the principal, revocation or amendment of the proxy or of any of the Noteholder's instructions under which it was executed, so long as no intimation in writing of such death, insanity, revocation or amendment is received by the Trustee at its registered office or by the chairman of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the proxy is used.
Appointment of proxies. 81 An appointment of a proxy shall be in writing signed by the appointor or his duly authorised attorney or, if the appointor is a corporation, shall either be executed under its seal or signed by an officer, attorney or other person authorised to sign it. If a member appoints more than one proxy and the proxy forms appointing those proxies would give those proxies the apparent right to exercise votes on behalf of the member in a general meeting over more shares than are held by the member, then each of those proxy forms will be invalid and none of the proxies so appointed will be entitled to attend, speak or vote at the relevant general meeting.
Appointment of proxies. Each of the Management Stockholders hereby appoints Xxxx X. Xxxxxxxx (for so long as he is serving as the Chief Executive Officer) and if Xxxx X. Xxxxxxxx is not serving as Chief Executive Officer, the Chief Executive Officer from time to time thereafter (the “Management Proxy”), each of the Executive Stockholders that is a Permitted Transferee of Xxxx X. Xxxxxxxx (the “Xxxxxxxx Stockholders”) hereby appoints Xxxx X. Xxxxxxxx (the “Xxxxxxxx Proxy”) until changed as provided herein, each of the Executive Stockholders that is a Permitted Transferee of Xxxxxx XxxXxxxxx Read, Jr. (the “Read Stockholders”) until changed as provided herein hereby appoints Xxxxxx XxxXxxxxx Read, Jr. (the “Read Proxy”) until changed as provided herein and each of the Other Stockholders hereby appoints H&F Globe Investor L.P. (the “Other Stockholder Proxy”) until changed as provided herein, in each case as the agent, proxy, and attorney-in-fact in connection with this Agreement and the actions contemplated herein for the Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders and Other Stockholders, respectively, in each case with full power of substitution and re-substitution (including, without limitation, full power and authority to act on the Management Stockholders’, Xxxxxxxx Stockholders’, Read Stockholders’ and Other Stockholders’ behalf, respectively in connection with this Agreement and the actions contemplated herein) to take any action, should a Management Proxy, Xxxxxxxx Proxy, Read Proxy or the Other Stockholder Proxy, respectively, elect to do so in his or its sole discretion to execute and deliver on behalf of the Management Stockholders, Read Stockholders, Xxxxxxxx Stockholders or Other Stockholders, respectively, any amendment to this Agreement so long as such amendments shall apply equally to all Management Stockholders, Xxxxxxxx Stockholders, Read Stockholders or Other Stockholders. Each of the Management Stockholders hereby agrees not to assert any claim against, and agrees to indemnify and hold harmless, each Management Proxy from and against any and all losses incurred by such Management Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to such Management Proxy’s capacity as a Management Proxy other than such claims or losses resulting from a Management Proxy’s willful misconduct. Each of the Xxxxxxxx Stockholders hereby agrees not to assert any claim...
Appointment of proxies. To implement any election of Directors, Minor Decision, or Major Decision approved or taken by the requisite vote at a Family Agreement Shareholders Meeting, each Family Agreement Shareholder hereby appoints Xxxxx X. Xxxxxxxx, or in his absence either Xxxxx Xxxxxxxx or Xxxxx Xxxxxxxxx, with full power of substitution in each of them, to vote and exercise all voting and related rights (to the fullest extent that such Family Agreement Shareholder is entitled to do so) in accordance with the outcome of voting determinations pursuant to Section 8.2 or Section 8.3, as the case may be, with respect to all of the Shares that now are or hereafter may be legally or beneficially owned by such Family Agreement Shareholder, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof. In order to implement this appointment, each Family Agreement Shareholder agrees to execute an Irrevocable Proxy in the form of Exhibit E hereto and to deliver such Irrevocable Proxy to the Secretary of the Company.
Appointment of proxies. (a) (Proxy): Each appointment of a proxy must be in writing and, together (if required by the Security Trustee) with proof satisfactory to the Security Trustee of its due execution, must be deposited at the registered office of the Security Trustee or at such other place designated by the Security Trustee not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote and in default, the appointment of proxy will not be treated as valid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy of proof (if applicable) of due execution must if required by the Security Trustee be produced by the proxy at the meeting or adjourned meeting. The Security Trustee will be under no obligation to investigate or be concerned with the validity of, or the authority of, the proxy named in any such appointment. The proxy named in any appointment of proxy need not be a Voting Secured Creditor.
Appointment of proxies. (i) Any NCD Holder entitled to attend and vote at the Meeting shall be entitled to appoint another person (whether a NCD Holder or not) as his proxy to attend and vote instead of himself. (ii) In every notice calling the Meeting there shall appear with reasonable prominence a statement that a NCD Holder entitled to attend and vote is entitled to appoint one or more proxies, to attend and vote instead of himself, and that a proxy need not be a NCD Holder. (iii) The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a notarially certified copy of the power of attorney shall be deposited at the registered office of the Company not less than 48 (forty eight) hours before the time for holding the Meeting or adjourned Meeting at which the person named in the instrument proposes to vote or in case of a poll, not less than 24 (twenty four) hours before the time appointed for the taking of the poll and in default, the instrument of proxy shall not be treated as valid. (iv) The instrument appointing a proxy shall:- (a) be in writing; and (b) be signed by the appointer or his attorney duly authorised in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it. (v) The instrument appointing a proxy shall be in the form as set out in Form No. MGT-11 pursuant to Rule 19(3), Companies (Management and Administration) Rules, 2014, and shall not be questioned on the ground that it fails to comply with any special requirements specified for such instruments by the articles of association of the Company. (vi) Every NCD Holder entitled to vote at a Meeting of the NCD Holders of the Company on any resolution to be moved thereat shall be entitled during the period beginning 24 (twenty four) hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 48 (forty eight) hours’ notice in writing of the intention so to inspect is given to the Company. (vii) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed or the transfer of the NCDs in respect of which the proxy is given, provided that no intimation in writing of such death, insanity,...
Appointment of proxies. 68 17.10 Corporate representatives............................................................................... 69 17.11 Rights of Representatives............................................................................... 69 17.12 Powers of a meeting of Noteholders...................................................................... 69 17.13 Extraordinary Resolution binding on Noteholders......................................................... 70 17.14 Minutes and records..................................................................................... 70 17.15 Written resolutions..................................................................................... 70 17.16 Further procedures for meetings......................................................................... 71 (iv) 18. THE TRUST MANAGER ............................................................................................... 71 18.1 Appointment of Trust Manager ........................................................................... 71 18.2 Complete powers of management .......................................................................... 71 18.3 Note issuance .......................................................................................... 72 18.4 Trust Manager to act in interests of Beneficiary and Noteholders ............................................................................................ 72 18.5 Trust Manager to assist Trustee ........................................................................ 72 18.6 Trust Manager's power to delegate ...................................................................... 72 18.7 Trust Manager's power to appoint advisers .............................................................. 73 18.8 Trust Manager's books available to Trustee ............................................................. 73 18.9 Trust Manager will account to Trustee for moneys received .............................................. 73 18.10 Trust Manager to report Pool Data on Reuters............................................................ 73 18.11 Trust Manager to prepare notices etc.................................................................... 74 18.12 Prior approval of circulars............................................................................. 74 18.13 Taxes................................................................................................... 74 18.14 Acquisition or disposal of Assets...........
Appointment of proxies. EACH STOCKHOLDER HEREBY IRREVOCABLY APPOINTS, CONSTITUTES AND NOMINATES EACH OF MICHAEL L. BURROW AND GARY J. COURY AND EACH OF THEM ACTING SEPARATELY, XXX XXXX XXX XXWFUL XXXXXXXX XXX PROXY FOR THE STOCKHOLDER, WITH FULL POWER OF SUBSTITUTION, IN THE NAME, PLACE AND STEAD OF THE STOCKHOLDER, TO VOTE, AT THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD PURSUANT TO SECTION 2.07 OF THIS AGREEMENT, AND ANY ADJOURNMENT OR POSTPONEMENT OF SUCH SPECIAL MEETING, ALL SHARES OF COMPANY COMMON STOCK WHICH ARE REGISTERED IN THE NAME OF THE STOCKHOLDER ON THE STOCK TRANSFER RECORDS OF THE COMPANY, IN FAVOR OF THE MERGER AND THE PLAN OF MERGER DESCRIBED IN THIS AGREEMENT. EACH STOCKHOLDER IS GRANTING THE PROXY AND THE POWERS AND AUTHORITIES GRANTED IN THIS SECTION 11.15 IN CONSIDERATION OF OEI'S AND NEWCO'S EXECUTION OF THIS AGREEMENT AND THEIR AGREEMENT TO CONSUMMATE THE MERGER AND PAY THE MERGER CONSIDERATION, AND IN CONSIDERATION OF EACH OTHER STOCKHOLDERS' EXECUTION OF THIS AGREEMENT. EACH STOCKHOLDER ACKNOWLEDGES AND AGREES THAT THE PROXY GRANTED BY THE STOCKHOLDER UNDER THIS SECTION 11.15 IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST IN THAT (I) OEI AND NEWCO ARE UNWILLING TO EXECUTE AND DELIVER THIS AGREEMENT UNLESS EACH STOCKHOLDER GRANTS THE PROXY, (II) THE MERGER IS IN THE BEST INTERESTS OF THE COMPANY AND WILL BENEFIT BOTH THE COMPANY AND ALL STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW, AND (III) ALL OF THE OTHER STOCKHOLDERS WISH TO BE ASSURED THAT THE MERGER WILL BE APPROVED. ALL PREVIOUS PROXIES TO VOTE SHARES OF COMPANY COMMON STOCK OWNED BY A STOCKHOLDER ARE HEREBY REVOKED BY THAT STOCKHOLDER.
Appointment of proxies. ​ Exscientia shareholders are strongly encouraged to submit proxy appointments and instructions for the Exscientia General Meeting as soon as possible, using any of the methods (by post, via xxx.xxxxxxxxx.xx., online, or electronically through CREST) set out below. An Exscientia shareholder entitled to attend and vote at the Exscientia General Meeting may appoint one or more proxies to exercise all or any of the Exscientia shareholder’s rights to attend and, on a poll, to vote instead of that Exscientia shareholder. A proxy need not be an Exscientia shareholder but must attend the meeting for the Exscientia shareholder’s vote to be counted. If an Exscientia shareholder appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the Exscientia shareholder. If an Exscientia shareholder wishes to appoint more than one proxy they must complete a separate YELLOW Form of Proxy for each proxy or, if appointing multiple proxies electronically, follow the instructions given on the relevant electronic facility (see notes below). Additional YELLOW Forms of Proxy can be obtained from the Registrar, Computershare Investor Services Plc on 0370 707 1446 (or +00 000 000 0000 from overseas). The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that the Registrar, Computershare Investor Services Plc cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. The completion and return of the YELLOW Form of Proxy by post (or transmission of a proxy appointment or voting instruction electronically, online, through CREST or by any other procedure described below) will not prevent Exscientia shareholders from attending and voting at the Exscientia General Meeting if they are entitled to and wish to do so. If two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.
Appointment of proxies. 68 17.10 Corporate representatives.................................... 69 17.11 Rights of Representatives.................................... 69 17.12 Powers of a meeting of Noteholders........................... 69 17.13 Extraordinary Resolution binding on Noteholders.............. 70 17.14 Minutes and records.......................................... 70 17.15 Written resolutions.......................................... 70 17.16 Further procedures for meetings.............................. 71