EXERCISE OF VOTING AND OTHER RIGHTS Sample Clauses

EXERCISE OF VOTING AND OTHER RIGHTS. Unless otherwise instructed by the Trustees of the Trust or the Manager, the Sub-Adviser shall have the responsibility to exercise or procure the exercise of any voting right attaching to investments of each Fund in accordance with proxy voting policies approved by the applicable Fund. Unless otherwise determined by the Trustees of the Trust or the Manager and notified to the Sub-Adviser, the Manager shall have the responsibility to exercise or procure the exercise of any rights of the Trust with respect to any class action proceedings or other legal action concerning investments of the Funds.
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EXERCISE OF VOTING AND OTHER RIGHTS. Unless otherwise instructed by the Trustees of the Trust, the Manager shall have the responsibility to exercise or procure the exercise of any voting right attaching to investments of each Fund in accordance with proxy voting policies approved by the applicable Fund. Unless otherwise instructed by the Trustees of the Trust, the Manager shall have the responsibility to exercise or procure the exercise of any rights of the Trust with respect to any class action proceedings or other legal action concerning investments of the Funds.
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EXERCISE OF VOTING AND OTHER RIGHTS. Except with the agreement (which may be evidenced by resolution) or on the specific instructions of the Trustees of the Trust, the Sub-Adviser or the Manager, the Portfolio Manager shall not exercise or procure the exercise of any voting right attaching to investments of the Trust or any Fund, and shall not exercise or procure the exercise of any rights of the Trust with respect to any class action proceedings or other legal action concerning investments of the Funds.
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EXERCISE OF VOTING AND OTHER RIGHTS. Unless otherwise instructed by the Trustees of the Trust or the Manager, the Sub-Adviser shall have the responsibility to exercise or procure the exercise of any voting right attaching to investments of each Fund in accordance with Sub-Adviser’s proxy voting policies which has been approved by the applicable Fund. The Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such Sub-Adviser’s proxy voting policies and procedures as the Fund approves from time to time. Unless otherwise determined by the Trustees of the Trust or the Manager and notified to the Sub-Adviser, the Manager shall have the responsibility to exercise or procure the exercise of any rights of the Trust with respect to any class action proceedings or other legal action concerning investments of the Funds.
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EXERCISE OF VOTING AND OTHER RIGHTS. In connection with each matter brought before an annual or special stockholder's meeting of the issuer of the Stock, or with respect to any tender or exchange offer made with respect to the Stock, each participant having an interest in the Stock Fund (or, if applicable his or her beneficiary or an alternate payee) shall have the right to direct the Trustee as to the manner in which to vote, tender or exchange (as the case may be) the number of whole and partial shares of Stock represented by the participant's interest (both vested and nonvested) in the Stock Fund. At the time of mailing of notice of each annual or special stockholders' meeting of the issuer of the Stock, or in the case of any tender or exchange offer relating to the Stock, the Trustee shall deliver a copy of the notice and the proxy solicitation, or such other materials as are provided to shareholders of the Stock in the case of a tender offer or exchange, to each participant (or, if applicable, to a beneficiary or an alternate payee) with an interest in the Stock Fund, together with a voting direction form for return to the Trustee or its designee in a manner consistent with Section 404(c) of ERISA and Department of Labor Regulations at 29 CFR section 2550.404(c)-1(b). The Trustee shall vote, tender, or exchange (as the case may be) the shares of Stock as directed by each participant (or, if applicable, by the beneficiary or alternate payee). The Trustee shall not vote, tender, or exchange shares for which it receives no voting directions provided that the Trustee (or its delegate) has in fact delivered a copy of the proxy or other appropriate shareholder materials to participants (or, if applicable, to a beneficiary or an alternate payee) as required hereunder. When the issuer of the Stock prepares for any annual or special meeting, the Employer shall notify the Trustee at least thirty (30) days in advance of the intended record date and shall cause a copy of all proxy solicitation materials to be sent to the Trustee. If requested by the Trustee, the Employer shall certify to the Trustee that the aforementioned materials represent the same information that is distributed to shareholders of the Stock. All printing, mailing, tabulation and other costs associated with voting the Stock shall be paid from the Stock Fund, unless paid by the Employer.
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EXERCISE OF VOTING AND OTHER RIGHTS. Until the occurrence of an Event of Default (as defined below), the Pledgor shall be entitled to exercise all voting and other corporate rights pertaining to the Pledged Securities. After the occurrence of any Event of Default, the Secured Party shall have the right and be entitled to exercise all voting rights of the Pledged Securities.
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EXERCISE OF VOTING AND OTHER RIGHTS. Unless and until an Event ----------------------------------- of Default shall have occurred and be continuing, Pledgor shall be entitled to exercise all voting rights and all rights to consent, ratification and waiver pertaining to the Pledged Securities and to receive any and all ordinary cash dividends (other than any dividend or distribution in liquidation) paid thereon; provided that no vote shall be cast or consent, waiver or ratification given or action taken that would violate or be inconsistent with any of the terms of this Agreement or that would have the effect of impairing the position or interests of the Company.
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EXERCISE OF VOTING AND OTHER RIGHTS. The Company shall have the ----------------------------------- right to require that all cash dividends payable with respect to any of the Pledged Securities be paid to it to be held by it until applied as herein provided, and the Company or its nominee may, without notice, exercise all voting and other rights pertaining to the Pledged Securities (and Pledgor hereby irrevocably constitutes and appoints the Company as its proxy and attorney-in- fact, with full power of substitution and resubstitution, to do so) and may exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if the Company or its nominee were the absolute owner thereof, including, without limitation, the right to exchange, at the Company's or its nominee's discretion, any and all of the Pledged Securities on a merger, consolidation, reorganization, recapitalization or other readjustment or on the exercise by the Company of any right, privilege or option pertaining to any of the Pledged Securities, and, in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency on such terms and conditions as the Company may determine.
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EXERCISE OF VOTING AND OTHER RIGHTS. (a) MGM Grand Diamond agrees to exercise its voting and other rights attaching to its MGMGA Shares or arising from its control of the MGM Grand Australia Group to procure, so far as it lawfully can, that each member of MGM Grand Australia Group and its directors give effect to the terms and conditions of this Deed. (b) The Option Holders agree as and from Call Option Completion (assuming the Call Option has been exercised) to exercise their voting and other rights attaching to their MGMGA Shares to procure, so far as they lawfully can, that their Nominee Directors give effect to the terms and conditions of this Deed. (c) If in the option of the Option Holders and the MGM Grand Diamond, each acting reasonably, it is necessary or desirable to amend the articles of association of MGM Grand Australia or any Subsidiary in order to comply with applicable law or to give effect to the rights of the Option Holders pursuant to this Deed (including Schedule 4), then all parties shall exercise their voting and other right attaching to or arising for the MGMGA Shares to attempt to implement such changes.
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Related to EXERCISE OF VOTING AND OTHER RIGHTS

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date. (b) With respect to Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry. (c) No Members shall have any cumulative voting rights.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • 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.

  • Concerning the Warrant Agent and Other Matters 8.1. Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 8.1. (a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

  • Exercise of Other Rights Attaching to Escrow Securities You may exercise your rights to exchange or convert your escrow securities in accordance with this Agreement.

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