Assignment of Voting Rights. The Shareholders hereby irrevocably transfer and assign to the Voting Trustee, and the Voting Trustee hereby accepts the transfer and assignment of, the right to vote for the Shareholders in connection with all of their voting rights and responsibilities (including, for the avoidance of doubt, any rights and responsibilities to act via written consent or to waive any such rights, or otherwise exercise the rights and responsibilities of the holder of voting power with respect to the Shares) as Beneficial Owners of the Subject Shares (collectively, the “Voting Rights”) with respect to all matters that are and will be submitted to a vote (or consent in lieu thereof) of holders of the Shares pursuant to the articles or bylaws of the Company, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, the rules and requirements of the national securities exchange on which the Shares are then listed, state law or otherwise, and as applicable (collectively, the “Voting Matters”). In order to effect the transfer of the Voting Rights with respect to the Voting Matters, the Shareholders hereby irrevocably appoint and constitute the Voting Trustee as their attorney-in-fact and grant the Voting Trustee one or more irrevocable proxies with respect to the Voting Matters and further agree to renew any such proxies that may lapse by their terms while the Subject Shares are still subject to this Agreement. Such proxies and power of attorney granted by the Shareholders to the Voting Trustee shall be irrevocable while the Subject Shares are still subject to this Agreement, 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 Shareholders with respect to the Subject Shares. The Shareholders will be the registered owners of the Subject Shares and otherwise hold all rights and responsibilities as a holder of the Subject Shares (including, without limitation, economic rights and investment and dispositive power) except with respect to the Voting Rights expressly set forth herein. For the avoidance of doubt, if any dividend or other distribution in respect of the Subject Shares is paid, such dividend or distribution will be paid directly to the Shareholders, as applicable.
Assignment of Voting Rights. While this Agreement is in effect, the Trust hereby agrees to assign to CMGI the voting rights on the Shares in accordance with the terms hereof. Any liquidation of the Shares by the Trust shall result in automatic extinguishment of the right of CMGI to exercise the voting right of Shares.
Assignment of Voting Rights. Subordinate Lender hereby absolutely, irrevocably, and unconditionally assigns and sets over to Senior Lender all of Subordinate Lender's Plan Voting Rights in any Insolvency Proceeding respecting Borrower. Senior Lender, however, acknowledges and agrees that it will not exercise any such Plan Voting Rights of Subordinate Lender in favor of any plan of reorganization which would result in or have the effect of lowering the payment priority of the claims evidenced by the Subordinate Loan Documents below that which such claims would otherwise be entitled based on the ranking and priority of claims at the commencement of such Insolvency Proceeding (a "PRIORITY REDUCTION"); provided, however, that Senior Lender may exercise such Plan Voting Rights of Subordinate Lender in favor of a plan of reorganization containing any Priority Reduction resulting from (i) administrative claims and claims in favor of persons providing post-petition financing in such Insolvency Proceedings and approved by the applicable court, or (ii) a judicial determination made in such Insolvency Proceeding or ancillary proceedings relating thereto approving or ordering such Priority Reduction under applicable law, including, without limitation, principles of equitable subordination or other equitable remedies available to the debtor, trustee or other creditors in such Insolvency Proceeding.
Assignment of Voting Rights. The Junior Lender hereby absolutely, irrevocably and unconditionally assigns and sets over to the Senior Lender all of the Junior Lender's Plan Voting Rights in any Insolvency Proceeding respecting Borrower.
Assignment of Voting Rights. Gxxxxxxx hereby irrevocably assigns to Yde the rights to vote Gxxxxxxx’x Shares in all matters and things that the shareholders of the, Company have the right to vote upon. Furthermore, if Gxxxxxxx shall ever own any additional ordinary shares of the Company during the term of this Agreement, he shall promptly assign to Yde the same right to vote such additional shares and such additional shares shall also be deemed to be a part of “Gxxxxxxx’x Shares” for purposes of this Agreement.
Assignment of Voting Rights. Consultant hereby agrees that throughout the period of time that it retains beneficial ownership of all or any portion of the 490,000 shares of Company Common Stock (referred to in paragraph 4.1 hereof as "commencement bonus" shares) as well as those additional shares as may be issued to it in accordance with paragraph 4.2 of this Agreement, all of which shares of Common Stock are to be delivered to Consultant pursuant to this Consulting Agreement that Consultant will (a) vote such shares in favor of Xxxxx X. Xxxxxxx continuing to maintain his current position(s) with the Company and (b) give Xxxxx X. Xxxxxxx and/or his designee the right to vote Consultant's shares at all Company shareholder meetings. Additionally, Consultant agrees that at the written request of Xxxxx X. Xxxxxxx it will provide Mr. Laupper or his designee with an irrevocable proxy to vote all or any portion of the above referenced shares of Company Common Stock to which Consultant retains beneficial ownership at any meetings of the shareholders of the Company or to execute on behalf of Consultant any consents of shareholders to actions being taken by the shareholders of the Company.
Assignment of Voting Rights. In consideration of the execution of this Lease for the Premises, Landlord does hereby assign to Tenant all of its right in the Class A voting membership in Fountain Square Property Owners Association, Inc. received by virtue of Landlord's ownership in the Premises so long as Tenant is not in default of this Lease. Notwithstanding the foregoing, it is expressly understood and agreed to that the voting membership has or will be collaterally assigned to any Lender that is providing financing for the improvements located on the Premises. Fountain hereby covenants and agrees that this Assignment of voting right is subordinate, subject and inferior to the rights of any Lender to exercise the right to vote on any Fountain Square Property Owners Association, Inc. matter in the event there is a default under the collateral assignment of voting rights given to Lender with respect to the Premises.
Assignment of Voting Rights. Each of the Seller shall execute an irrevocable power of attorney agreement, substantially in the form of Exhibit F herein, with respect to their respective rights to vote Parent Shares in all matters and things that the shareholders of the Parent have the right to vote upon.
Assignment of Voting Rights. The borrower hereby assigns to the Bank, or a B2B Bank Dealer, until the repayment of all sums owed under the terms and conditions of the loan, all voting rights he holds or will hold under the hypothecated property. However, until notified to the contrary by the Bank, the borrower shall continue to exercise such voting rights as proxy to the Bank and he may delegate their exercise to third parties as if he still held them. Should the Bank, or the B2B Bank Dealer, avail itself of the assignment of his voting rights, the borrower undertakes to sign forthwith, upon request, any document required by the Bank, or the B2B Bank Dealer, to enable it to exercise such voting rights. The Bank may notify the securities’ issuer accordingly and request to receive thenceforth notices or general meetings.
Assignment of Voting Rights. The borrower hereby assigns to the Trust, until the repayment of all sums owed under the terms and conditions of the loan, all voting rights he holds or will hold under the hypothecated property. However, until notified to the contrary by the Trust, the borrower shall continue to exercise such voting rights as proxy to the Trust and he may delegate their exercise to third parties as if he still held them. Should the Trust avail itself of the assignment of his voting rights, the borrower undertakes to sign forthwith, upon request, any document required by the Trust to enable it to exercise such voting rights. The Trust may notify the securities' issuer accordingly and request to receive thenceforth notices or general meetings.
