Delegation of Voting Rights Sample Clauses

Delegation of Voting Rights. 1.1 Party B hereby irrevocably undertakes, in respect of the Shares in Party C, that it will execute a power of attorney in the content and form set out in Annex I hereto at Party A’s request upon the signing of this Agreement, authorizing Party A or such person as Party A may then designate (hereinafter referred to as the “Attorney”) to exercise all the rights to which Party B, as a shareholder of Party C, is entitled pursuant to the law or the Constitution of Party C then in force, including but not limited to the following rights (hereinafter collectively referred to as the “Entrusted Rights”) : (1) To act as Party B’s attorney to propose and attend the shareholders’ general meetings of Party C in accordance with the Articles of Association of Party C; (2) To exercise voting rights, on behalf of Party B, on all matters requiring discussion and resolution at shareholders’ general meetings, and to make and sign minutes and resolutions of shareholders’ general meetings or other legal documents, including but not limited to designating and electing Party C’s directors, supervisors and other senior management members who shall be appointed and removed by the shareholders; disposing of Party C’s assets; amending Party C’s Articles of Association; dissolving or liquidating Party C and forming a liquidation group on behalf of Party B and exercising the powers held by the liquidation group during the liquidation period (including but not limited to making resolutions, on behalf of the shareholders of Party C, on the dissolution and liquidation of the target company and making resolutions on the disposal of any property of Party C, etc.); (3) On behalf of Party B, to sign documents and meetings minutes, to file documents and save signed documents (including but not limited to meetings minutes and resolutions) with the relevant administrative department for market regulation with which the company is registered, and also to sign and exercise the documents in relation to the rights of shareholders in the target company and to file documents with the relevant company registry; (4) To exercise voting rights on behalf of Party B as a registered shareholder of Party C in respect of the target company in the event of its insolvency; (5) To act as Party B’s attorney to exercise all shareholders’ rights and shareholders’ voting rights (including any other shareholders’ rights and shareholders’ voting right as provided in such Articles of Association as amended) under the ...
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Delegation of Voting Rights. Party B hereby irrevocably undertakes, in respect of the Shares in Party C, that it will execute a power of attorney in the content and form set out in Annex I hereto at Party A’s request upon the signing of this Agreement, authorizing Party A or such person as Party A may then designate (hereinafter referred to as the “Attorney”) to exercise all the rights to which Party B, as a shareholder of Party C, is entitled pursuant to the law or the Constitution of Party C then in force, including but not limited to the following rights (hereinafter collectively referred to as the “Entrusted Rights”) :
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Delegation of Voting Rights. 1. 1股东在此不可撤销地承诺，在本协议签署后，应WFOE的要求，股东将单独签署一份授权书，并授权WFOE指定的个人（以下简称“受托人”）行使下列权利（见本协议附件2；以下简称“授权书”），以下统称为按照当时公司章程规定的作为公司股东的“委托权”： The Shareholders hereby irrevocably undertake that they will execute a power of attorney separately upon the request of the WFOE after execution of the Agreement and authorize the individual (hereinafter referred to as the “Trustee”) appointed by the WFOE at that time to exercise the following rights (hereinafter collectively referred to as the “Entrusted Rights”) as a shareholder of the Company as stipulated in the Articles of Association in force at that time (as shown in Annex 2 in the Agreement; hereinafter referred to as the “Power of Attorney”): (a) 以股东代理人的身份提议、召集和出席公司股东大会； Propose, convene and attend the shareholder meeting of the Company as the agent of the Shareholders; (b) 代表股东对股东大会需要讨论和解决的一切事项行使表决权，包括但不限于处置公司资产、出售、转让、质押或处置公司全部或部分股权、解散或清算等公司清算期间依法享有的权利； Exercise the voting rights on behalf of the Shareholders on all matters that need to be discussed and resolved by the shareholder meeting, including but not limited to the disposal of the assets of the Company, the sale or transfer or pledge or disposal of all or part of the equity of the Company, the dissolution or liquidation of the Company, and the exercise of the rights enjoyed during liquidation according to law; (c) 代表股东委任、选举及解雇公司的法定代表人(董事局主席)、董事及监事，并决定总经理、副经理、主要财务人员及其他高级管理人员的任免； Appoint, elect and dismiss the Company’s legal representatives (chairman of the board), directors and supervisors on behalf of the Shareholders, and determine the appointment or dismissal of General Manager, Deputy Managers, principal financial officers and other senior management personnel; (d) 在公司破产时，代表公司的股东行使表决权； Exercise the voting rights on behalf of the registered shareholders of the Company in the event of its bankruptcy; (e) 提议召开临时股东大会； Propose to convene an interim shareholder meeting; (f) 在公司注册处签署有关文件并存档；以及 Sign and file the documents at the relevant company registry; and (g) 公司章程规定的其他股东表决权（包括公司章程修正案规定的其他股东表决权）。 Other shareholder voting rights under the Articles of Association (including any other shareholder voting rights provided for by any amendment to these Articles). 1. 2上述授权和委托的前提是，WFOE同意上述委托，并委托给受托人。股东不得撤销对受托人的委托和授权，除非WFOE书面通知股东更换受托人。然后，股东应根据WFOE指定的其他人员行使委托权，新的授权和委托一经授予，即应立即取代原授权和授权。此外，股东不得撤销对受托人的委托。 The premise of above-mentioned authorization and delegation is that the WFOE agrees to the above-mentioned authorization and delegation to the Trustee. The Shareholders shall not ...
Sample 1
Delegation of Voting Rights. 1.1 Each Shareholder hereby irrevocably authorizes the person or persons then designated by the Sole Proprietor (hereinafter referred to as the “Trustee”) to exercise on its behalf the following rights (hereinafter collectively referred to as the “Proxy Rights”) to which it is respectively entitled as a shareholder of the Company in accordance with the Articles of Association then in force: (1) to propose and attend shareholders’ meetings of the Company as the proxy of Each Shareholder in accordance with the Articles of Association of the Company; (2) to exercise the rights to vote on behalf of Each Shareholder on all matters requiring discussion and resolution at a shareholders’ meeting, including but not limited to the appointment and election of directors and other officers to be appointed and removed by the shareholders, and the sale or transfer of all or part of Each Shareholder’s equities in the Company; (3) other shareholder’s voting rights under the Articles of Association of the Company (including any other shareholder’s voting rights provided for under such Articles of Association of the Company as amended). 1.2 The Trustee shall perform its fiduciary duties within the scope of its authority hereunder in a prudent and diligent manner according to law; and Each Shareholder acknowledges and assumes liability for any legal consequences arising from the Trustee’s exercise of the aforementioned Proxy Rights. 1.3 Each Shareholder hereby acknowledges that the Trustee shall not be required to consult with them in advance when exercising the aforesaid Proxy Rights; however, the Trustee shall promptly inform Each Shareholder after each resolution or proposal to convene an extraordinary shareholders’ meeting has been made.
Sample 1

Related to Delegation of Voting Rights

  • Allocation of Voting Rights As provided in Section 11.09 of the Series Supplement.

  • Termination of Voting Rights All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Parent, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to Trustee for delivery to the Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by ExchangeCo pursuant to the exercise by ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

  • Certain Voting Rights So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

  • No Voting Rights Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

  • Exercise of Voting Rights Except as instructed otherwise by the Trustees of the Trust or the Adviser, the Subadviser shall at its discretion exercise or procure the exercise of any voting right attaching to investments of the Fund. The Adviser agrees and acknowledges that the Subadviser shall not be obligated to take any action with respect to any class action proceedings or other legal action concerning securities held in the Fund's portfolio, except to forward to the Adviser in a timely fashion any notice of such an action that the Subadviser may receive.

  • Restriction on Transfer of Voting Rights During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

  • Manner of Voting The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

  • Ownership, Voting Rights, Duties This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

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