Lockout Vote Sample Clauses

Lockout Vote. The Parties acknowledge and agree that, solely for the purpose of the exercise of political rights under this agreement, the Original Shareholders, as well as their successors, assignees and third parties, represent a single Party. This way, the vote to be delivered by the Original Shareholders will always be uniform, in block and formalized in name, and for the account and order, of all the Original Shareholders. 3.3.1. The Original Shareholders will meet prior to each Shareholders Meeting and/or the meeting of the Board of Directors of the Company ("Prior Meeting") to define, in block and uniformly, this vote related to the respective matters to be deliberated. 3.3.2. A copy of minutes of the Previous Meeting, comprising the summary of deliberations and fixing the prevailing orientation, will be sent to the President of the Shareholders Meeting and/or the meeting of the Company Board of Directors that the Prior Meeting refers within forty eight (48) hours of the time of the Shareholders Meeting or the meeting of the Board of Directors to which it refers. 3.3.3. While the Prior Meeting has not occurred, the Shareholders have already undertaken not to approve such matter in the Shareholders Meeting and/or make their representatives on the Company Board of Directors to not approve of such matter in the Board of Director meeting, exercising their voting rights in order to suspend the deliberation until it is decided in the Previous Meeting by the Original Shareholders. 3.3.4. In the event that any Original Shareholder and/or its representative on the Board of Directors does not attend, abstains or votes at the Shareholders meeting or meeting of the Board of Directors in a manner contrary to the final orientation of the Prior Meeting, the remaining Original Shareholders or representatives of the other Original Shareholders on the Company's Board of Directors may vote with the vote of this Original Shareholder or his representative in accordance with the decision taken in the Prior Meeting, whichever is provided for in this Clause 3.3.4 as an instrument of non- reversible and irrevocable mandate for all purposes and effects under this Agreement. 3.3.5. Notwithstanding the provided for in Clause 3.3.4 above, any vote contrary to the resolutions taken in the Previous Meeting will be considered null, invalid and ineffective, making it incumbent on the Chairman of the Shareholders Meeting or meeting of the Board of Directors of the Company to declare the nullity, ...
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Related to Lockout Vote

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Action by Vote When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws. Subject to applicable law, the Trustees by majority vote may delegate to any one of their number their authority to approve particular matters or take particular actions on behalf of the Trust.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

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