Exercise of Proxy Rights. 3.1. The Shareholders shall provide full assistance with respect to the exercise by the Proxy of the Proxy Rights, including, where necessary (e.g., in order to meet the document submission requirements in connection with governmental authority approval, registration and filing), executing the shareholders’ meeting resolutions adopted by the Proxy or other relevant legal documents.
3.2. If at any time during the term hereof, the grant or exercise of the Proxy Rights hereunder cannot be realized for any reason (other than a breach by the Shareholders or the Company), the Parties shall immediately seek an alternative scheme closest possible to the unrealizable provisions and shall, to the extent necessary, enter into a supplementary agreement to amend or modify the terms hereof so that the purpose of this Agreement may continue to be achieved.
Exercise of Proxy Rights. 3.1 The Shareholders shall provide full assistance to the Proxy in connection with its exercise of its Proxy Rights, including, where necessary (e.g., when it is necessary to meet government approval, registration and record-related filing requirements ), timely execution of the shareholders’ meeting resolutions or other relevant legal documents adopted by the Proxy.
3.2 If at any time during the term hereof, it becomes impossible to achieve the grant or exercise of the Proxy Rights hereunder for any reason (other than due to a breach by the Shareholders or the Company), the Parties shall immediately seek an alternative solution closest to the unachievable provisions and shall, as necessary, enter into a supplementary agreement to amend or modify the provisions hereof such that the purpose of this Agreement may continue to be achieved.
3.3 If, upon the exercise by the Proxy of the Proxy Rights, the Company is dissolved, or any Shareholder transfers all or part of its equity interest in the Company, and if any Shareholder has received from such liquidation or equity transfer aggregate proceeds in excess of its capital contribution to the Company or has received from the Company any profits, bonuses, dividends or other distributions of whatever form, then to the extent not contrary to PRC laws, such Shareholder agrees to waive the excessive amount (relative to its capital contribution) and any such profits, bonuses, dividends or distributions (net of tax and fees) , and the WFOE and/or the Cayman Company shall be entitled to receive the same. Such Shareholders shall direct the relevant transferee or the Company to wire such proceeds to the bank account then designated by the WFOE or the Cayman Company.
Exercise of Proxy Rights. 3.1 The WFOE may from time to time and at any time designate any of its directors, management or shareholders to exercise any or all of the Proxy Rights without the prior consent of the Shareholders or the Domestic Company.
3.2 The Shareholders shall provide the WFOE with all assistance required by the WFOE in its exercise of the Proxy Rights, including signing the shareholders’ resolutions or other legal documents when necessary or desirable to meet the requirement of the government authorities from time to time.
3.3 If at any time during the term of this Agreement, the Proxy Rights and the exercise of the Proxy Rights under this Agreement become illegal or unenforceable for any reason other than by reason of any Shareholder’s or the Domestic Company’s breach of this Agreement, the Parties shall immediately seek and make other arrangements and, if necessary or desirable, enter into one or more amendment or supplementary agreements to amend or supplement the provisions herein, in order to ultimately achieve the purpose of this Agreement.
Exercise of Proxy Rights. 3.1 The Existing Shareholder shall provide full assistance with respect to the exercise by the Proxy of the Proxy Rights, including, where necessary (e.g., in order to meet the document submission requirements in connection with governmental authority approval, registration and filing), executing the shareholder’s resolutions adopted by the Proxy or other relevant legal documents.
3.2 If at any time during the term hereof, the grant or exercise of the Proxy Rights hereunder cannot be realized for any reason (other than a breach by the Existing Shareholder or the Company), the Parties shall immediately seek an alternative scheme closest possible to the unrealizable provisions and shall, to the extent necessary, enter into a supplementary agreement to amend or modify the terms hereof so that the purpose of this Agreement may continue to be achieved.
Exercise of Proxy Rights. 3.1 Each Shareholder shall provide full assistance with the exercise of the Proxy Rights by the Proxy, including, when necessary (for instance there is a requirement to be complied with, for the approval, registration or filing with a government agency), signing any shareholders resolutions of the Target Company voted for by the Proxy or other related legal documents.
3.2 If, for any reason (other than an Event of Default by each Shareholder or the Target Company), the grant or exercise of any of the Proxy Rights under this Agreement becomes impossible, each parties shall identify an alternative solution most akin to the provisions of this Agreement at issue, and, if necessary, execute a supplementary agreement to amend or adjust the provisions of this Agreement to ensure the realization of the intentions of this Agreement.
Exercise of Proxy Rights. 3.1. The Shareholders shall provide full assistance with respect to the exercise by the Proxy of the Proxy Rights, including, where necessary (e.g., to meet the document submission requirements in connection with governmental authority approval, registration and filing), timely executing the shareholder meeting resolutions adopted by the Proxy or other relevant legal documents.
3.2. If at any time during the term hereof, the grant or exercise of the Proxy Rights hereunder cannot be realized for any reason (other than a breach by the Shareholders or the Company), the Parties shall immediately seek an alternative scheme closest to the unrealizable provisions and shall, when necessary, enter into a supplementary agreement to amend or modify the terms hereof so that the purpose of this Agreement may continue to be achieved.
3.3. At any time during the term hereof, if any shareholder, with the approval of the WFOE to sell or transfer the whole or part of their holding equity to any third party, the shareholder must ensure that the third party sign a form and content are basic consistent agreement with this agreement before the equity transfer, unless the prior written consent of the WFOE by saving the request.
Exercise of Proxy Rights. ACS shall determine, taking into account the AFL-CIO Proxy Voting Guidelines attached hereto as Exhibit A to the extent such Guidelines do not conflict with legal obligations to the Trust's investors, the manner in which voting rights pertaining to the Trust's portfolio securities (collectively, "Proxy Rights") shall be exercised and shall duly exercise all Proxy Rights in a timely fashion; PROVIDED, HOWEVER, that should the Board of Trustees of the Trust at any time make any determination as to the exercise of any specific Proxy Right and notify ACS thereof in writing (a "Trustee Determination"), ACS shall be bound by such Trustee Determination for the period, if any, specified in such notice or until similarly notified that such Trustee Determination has been revoked or revised. The Trust shall cause its custodian, State Street Bank and Trust Company ("State Street"), to provide ACS with such proxy material and other correspondence necessary in order for ACS to exercise the Proxy Rights (collectively, "Proxy Materials") promptly after its receipt of the Proxy Materials. The Trust shall cause MFS to provide ACS with such information as to portfolio holdings of the Trust as ACS may require in order to make timely filings under Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder as required on account of ACS's exercise (or right to exercise) the Proxy Rights.
Exercise of Proxy Rights. 3.1 SH Cangyun may from time to time and at any time delegate the exercise of any or all of the Proxy Rights to any of its directors, management or employees without the prior consent of the Shareholders or Domestic Company.
3.2 The Shareholders shall provide SH Cangyun with all assistance required by SH Cangyun in its exercise of the Proxy Rights, including signing on the shareholders’ resolutions or other legal documents when necessary or desirable to meet the requirement of the government authorities from time to time.
3.3 If at any time during the term of this Agreement, the Proxy Rights and exercise of the Proxy Rights under this Agreement become illegal or unenforceable for any reason other than by reason of any Shareholder’s or Domestic Company’s breach of this Agreement, the Parties shall immediately seek and adopt another alternative arrangement and, if necessary or desirable , enter into one or more amendment or supplementary agreements to amend or supplement the provisions herein, in order to ultimately achieve the purpose of this Agreement.
Exercise of Proxy Rights. 2.1 TC Shareholder agrees that WFOE and/or the Designee(s) may, at its/his/their sole discretion, exercise the Proxy Rights without prior consultation with TC Shareholder. The exercise of Proxy Rights by WFOE and/or the Designee(s) shall be deemed as the exercise by TC Shareholder, and the documents executed by WFOE and/or the Designee(s) shall be deemed as being executed by TC Shareholder. TC Shareholder shall confirm, accept and be liable for the consequences arising from the exercise of the Proxy Rights by WFOE and/or the Designee(s).
2.2 TC Shareholder agrees that, without the prior written consent of WFOE, TC Shareholder will not exercise, on his own, any shareholder rights that have been authorized to WFOE and/or the Designee(s), nor will he interfere with such exercise by WFOE and/or the Designee(s), and he will make every effort to cooperate with WFOE and/or the Designee(s) in the exercise of such rights. TC Shareholder further agrees that he will promptly execute all agreements, resolutions and other documents and take all actions reasonably required for the performance of this Agreement and the assistance for WFOE and/or the Designee(s) in exercising the Proxy Rights, including promptly executing the Shareholder Decisions or other relevant legal instruments made by WFOE and/or the Designee(s) if required (e.g., in cases where the requirements of government authorities for approval, registration and/or filing are to be met).
2.3 The Parties agree that if, during the Term of this Agreement, the grant or exercise of the Proxy Rights cannot be effected for any reason (other than any breach of this Agreement by TC Shareholder), the Parties shall immediately seek an alternative solution as closely as possible with the stipulations in this Agreement, and shall, if necessary, execute a supplementary agreement modifying or adjusting the terms of this Agreement to ensure the achievement of the purposes of this Agreement.
2.4 When exercising the Proxy Rights within the scope of authority granted under this Agreement, WFOE and/or the Designee(s) shall perform its/his/their fiduciary duties with due care and diligence, and shall comply with the provisions of relevant laws and regulations and the AOA.
2.5 For the purpose of exercising the Proxy Rights hereunder, WFOE and/or the Designee(s) shall have the right to know, have access to, extract from or make a copy of the relevant information and materials of Target Company, including those regarding its operatio...
Exercise of Proxy Rights. 3.1 Each Shareholder shall provide full assistance to the Trustee in the exercise of the Proxy Rights, including the timely signing of resolutions of the shareholders’ meetings or other relevant legal documents already made by the Trustee when necessary (e.g. to meet the requirements for filing documents as required for approval, registration and filing by governmental authorities).
3.2 If, at any time during the term hereof, the grant or exercise of the Proxy Rights hereunder cannot be fulfilled for any reason (other than default by Each Shareholder or the Company), the Parties shall immediately seek an alternative solution that most closely resembles the provision that cannot be fulfilled and, if necessary, sign a supplementary agreement to amend or adjust the terms hereof to ensure that the purposes hereof can continue to be fulfilled.
