Corporate Rights. The corporate rights resulting from the Vitel Shares contributed to the Trust will be exercised by the Trustee pursuant to the written instructions it receives from the Company. For such purposes, and pursuant to the bylaws of Vitel, the Company shall have the authority to instruct the Trustee regarding exercising any corporate rights it may be entitled to in its capacity as the majority Vitel shareholder, including, but not limited to, calling shareholder meetings, voting the Vitel Shares pursuant to the instructions given by the Company, executing unanimous written consents in lieu of a meeting, adopting resolutions agreeing to pay the Vitel Distributions (as such term is defined in the Trust Agreement) and, in general, resolve any and all matters associated with Vitel, and exercising any other right it may be entitled to in its capacity as the majority Vitel shareholder, pursuant to the provisions of the Trust Agreement, the Vitel bylaws and applicable law. The corporate rights resulting from the OBM Shares contributed to the Trust will be exercised by the Trustee pursuant to the written instructions it receives from MCO and CAV. For such purposes and pursuant to the bylaws of the Company and this Agreement, MCO and CAV shall have the authority to instruct the Trustee regarding exercising any corporate rights it may be entitled to in its capacity as a Vitel Stockholder, including, but not limited to, calling shareholder meetings, voting the OBM Shares pursuant to the instructions given by MCO and CAV, executing unanimous written consents in lieu of a meeting, adopting resolutions agreeing to pay the OBM Distributions (as such term is defined in the Trust Agreement) and, in general, resolve any and all matters associated with OBM, and exercising any other right it may be entitled to in its capacity as a Vitel Stockholder pursuant to the provisions of the Trust Agreement, this Agreement, the Bylaws and Nevada corporate law.
Corporate Rights. The right or franchise of the Asset Sellers to be an entity and all documents pertaining thereto, including Organizational Documents, Operating Documents, corporate seals, minute books and stock books;
Corporate Rights. In terms of his corporate situation the Buyer is entitled ----------------- and authorized to sign this Agreement and execute the transactions included in this Agreement. The Board of Directors of the Buyer has consented to the conclusion of this Agreement and to the transactions to be executed under this Agreement.
Corporate Rights. The parties hereto agree that with respect to the exercise of corporate rights derived from the Deposited Shares the Agent will (i) exercise corporate rights (including, without limitation, any right to vote, approve, authorize or ratify) only in accordance with the instructions of the “A” Principal who deposited such Deposited Shares and (ii) not exercise any such corporate rights without specific instruction by the “A” Principal.
Corporate Rights. The Trustee, as the owner and holder of record of the Trust Shares, shall have the broadest powers and authority to exercise any and all voting and other corporate and economic rights pertaining to the Trust Shares for any purpose set forth herein and for any and all matters reserved to shareholders of the Company under the By-laws or applicable Law; provided that exercise of such rights shall be made in accordance with and shall be subject to the terms of this Trust.
Corporate Rights. 3.01 The Union recognizes and acknowledges that it is the function of the Corporation to manage the operation and direction of the working forces of the Corporation and without limiting the generality of the foregoing, the Union acknowledges that it is the exclusive function of the Corporation to:
(1) Maintain order, discipline and efficiency and to make, alter and enforce reasonable rules and regulations to be observed by employees.
(2) Hire, retire, classify, direct, demote, lay off, discipline or discharge employees.
(3) Manage the services and operations in which the Corporation is engaged and without restricting the generality of the foregoing, to determine the number and locations of establishments, to determine the work to be performed, and the scheduling of such work and the methods and work procedures to be followed.
3.02 The Corporation agrees that these functions shall be executed in a manner consistent with the general purpose and intent of this Agreement and subject to the right of a regular employee to lodge a grievance as set forth herein.
Corporate Rights. As long as the Trusted Shares are part of the Trust Equity, the corporate rights incorporated to the latter shall be exercised in accordance to the following:
a) The voting right of the Trusted Shares shall be exercised by the Trustee through its representatives for the purposes established by the Trustor, with respect to all of the Trusted Shares as a block, always in the sense that the Trustor instructs with at least 3 (three) Business Days in advance of the corresponding shareholders’ meeting (instruction which at all times shall indicate that the Trusted Shares should be voted in the same sense as SETA’s shareholders decide to vote its shares pursuant to the terms of the Consortium Agreement). The Trustor shall deliver to the Trustee, with at least 3 (three) Business Days in advance of a shareholders’ meeting or similar act, a written notice (the “Exercise Notice of Corporate Rights”) that shall contain: (i) the place, time and date for the celebration of a shareholders’ meeting or corresponding act; (ii) the proposed points of the agenda; (iii) the name of the persons to be granted powers in order that the Trusted Shares are duly represented and voted in the corresponding shareholders’ meeting; (iv) the signature of the Trustor’s legal representative; (v) if applicable, the specific instructions related with the exercise or the corresponding preemptive rights; (vi) the limitations on the exercise of the voting rights regarding the Trusted Shares in the sense that the Trusted Shares shall be voted in such shareholders’ meeting or corresponding act in the same sense as SETA’s shareholders decide to vote its shares pursuant to the terms of the Consortium Agreement. In the event of a shareholders’ meeting celebrated were 100% (one hundred percent) of the capital stock is represented, the Trustor shall in the same manner instruct the Trustee how to vote such shares.
b) The Parties hereby agree that the Trustee, at all times, shall grant all and each of the powers required to vote the Trusted Shares, as well as to celebrate any legal act related with the Trusted Shares (to the extent they are consistent with the purposes of the foregoing Trust and with the terms and conditions established in the foregoing Contract or that are necessary to achieve and comply with the purposes of the Trust) in favor of the person or persons that the Trustor instructs to the Trustee in the Exercise Notice of Corporate Rights. This act expressly and irrevocably instructs the Tr...
Corporate Rights. Pending Release of Part B Shares in favor of Participants, no Participant will be vested with corporate or economic right whatsoever as to Part B Shares. Pending release and transfer of Part B Shares in favor of Participants, only the Trust’s Trustee may exercise economic and corporate rights deriving from Part B Shares as follows:
a) Following the entirety or a portion of Part B Shares, the Participant holder of such shares will acquire the right to earn dividends and profits distributed by Company.
b) In the event of dividends are distributed by the Company or in the event of any other distribution corresponding to Part B Shares, Trust’s Trustee will receive such amounts and is to maintain a record of each Participant to credit the portion of Part B Shares corresponding to such payments or distributions. Jointly with release and transfer of Part B Shares in favor of Participants, Trustee will transfer to Participants any amounts, including dividends or distribution corresponding to Part B Shares that have been released and transferred. Pending Part B Shares Release, any dividend corresponding thereto will remain under Trust.
Corporate Rights. Vitria represents and warrants to End User that during the term of this Agreement, it is the lawful owner of the Products or, to the extent it is not the lawful owner, that it has all rights necessary to license all Products to End User under the terms of this Agreement.
Corporate Rights. The existence of the Plan and this Agreement shall not affect the right or power of the Corporation to make adjustments, recapitalizations, reorganizations, or other changes to the Corporation’s capital structure or its business; issue bonds, debentures, common, preferred or prior preference stocks; dissolve or liquidate the Corporation, or sell or transfer any part of its assets or business; or any other corporate act, whether or a similar character or otherwise.
