Common use of Number of Votes Clause in Contracts

Number of Votes. With respect to all meetings of shareholders of Coors at which holders of Coors Common Stock are entitled to vote (each, a "Coors Meeting") and with respect to all written consents sought by Coors from its shareholders including the holders of Coors Common Stock (each, a "Coors Consent"), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise that number of votes comprised in the Voting Rights for each Coors Special Voting Share which is equal to that number of votes which would attach to the shares of Coors Common Stock receivable upon the exchange of the Exchangeable Shares (i) corresponding to such Coors Special Voting Share and (ii) owned of record by such Beneficiary on the record date established by Coors or by applicable law for such Coors Meeting or Coors Consent, as the case may be (the "Beneficiary Votes"), in respect of each matter, question, proposal or proposition to be voted on at such Coors Meeting or in connection with such Coors Consent. For greater certainty, in the case of a class vote in one class of Coors Common Stock, the Trustee shall only exercise Voting Rights with respect to the Coors Special Voting Share corresponding to such class of Coors Common Stock, and each Beneficiary holding any Corresponding Exchangeable Shares shall be entitled to instruct the Trustee to cast and exercise on such class vote that number of votes comprised in the Voting Rights which is equal to that number of votes which would attach to the shares of Coors Common Stock into which such Beneficiary's Corresponding Exchangeable Shares are then exchangeable for.

Appears in 2 contracts

Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)

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Number of Votes. With respect to all meetings of shareholders of Coors Adsero at which holders of Coors Adsero Common Stock Shares are entitled to vote (each, a an "Coors Adsero Meeting") and with respect to all written consents sought by Coors from its shareholders Adsero including the holders of Coors Adsero Common Stock Shares (each, a an "Coors Adsero Consent"), each Beneficiary Holder shall be entitled to instruct the Trustee to cast and exercise that a number of votes comprised in equal to the Voting Rights for each Coors number of Series A Special Voting Share which is equal to that number of votes which would attach to the shares of Coors Common Stock receivable upon the exchange of the Exchangeable Shares (i) corresponding to such Coors Special Voting Share and (ii) owned of record by such Beneficiary Holder on the record date established by Coors Adsero or by applicable law for such Coors Adsero Meeting or Coors Adsero Consent, as the case may be be, (the "Beneficiary Holder Votes"), ') in respect of each matter, question, proposal question or proposition to be voted on at such Coors Adsero Meeting or to be consented to in connection with such Coors Adsero Consent. For greater certaintythe purpose of determining the Holder Votes to which each Holder is entitled in respect of any such Adsero Meeting or Adsero Consent, the number of Series A Special Voting Shares owned of record by such Holder shall be determined at the close of business on the record date established by Adsero or by applicable law for purposes of determining shareholders entitled to vote at such Adsero Meeting or to give written consent in connection with such Adsero Consent. With respect to each Adsero Meeting and Adsero Consent, Adsero shall mail or cause to be mailed (or otherwise communicate in the case same manner as Adsero uses in communications to holders of a class vote in one class of Coors Adsero Common Stock, Shares) to the Trustee shall only exercise Voting Rights Holders on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Adsero to the Coors Special Voting Share corresponding holders of Adsero Common Shares, a copy of such notice, together with any proxy or information statement and related materials provided to such class holders of Coors Adsero Common Stock, and each Beneficiary holding any Corresponding Exchangeable Shares shall be entitled to instruct the Trustee to cast and exercise on such class vote that number of votes comprised in the Voting Rights which is equal to that number of votes which would attach to the shares of Coors Common Stock into which such Beneficiary's Corresponding Exchangeable Shares are then exchangeable forShares.

Appears in 2 contracts

Samples: Agreement (Adsero Corp), Agreement (Adsero Corp)

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Number of Votes. With respect to all meetings of shareholders stockholders of Coors RVI at which holders of Coors shares of RVI Common Stock are entitled to vote (each, a "Coors RVI Meeting") and with respect to all written consents sought by Coors RVI from its shareholders stockholders including the holders of Coors shares of RVI Common Stock (each, a "Coors RVI Consent"), each Beneficiary Holder shall be entitled to instruct the Trustee to cast and exercise that exercise, in the manner instructed, a number of votes comprised in equal to the Voting Rights Equivalent Vote Amount for each Coors Special Voting Exchangeable Share which is equal to that number of votes which would attach to the shares of Coors Common Stock receivable upon the exchange of the Exchangeable Shares (i) corresponding to such Coors Special Voting Share and (ii) owned of record by such Beneficiary Holder on the record date established by Coors RVI or by applicable law for such Coors RVI Meeting or Coors RVI Consent, as the case may be be, (the "Beneficiary Holder Votes"), ) in respect of each matter, question, proposal question or proposition to be voted on at such Coors RVI Meeting or to be consented to in connection with such Coors RVI Consent. For greater certaintyMailings to Shareholders With respect to each RVI Meeting and RVI Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as RVI utilizes in communications to holders of RVI Common Stock, subject to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Holders named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by RVI to its stockholders: a copy of such notice, together with any proxy or information statement and related materials to be provided to holders of RVI Common Stock; a statement of the number of Holder Votes which the Holder is entitled to exercise; a statement that such Holder is entitled to instruct the Trustee as to the exercise of the Holder Votes with respect to such RVI Meeting or RVI Consent, as the case may be, or, pursuant to Section 4.7 hereof, to attend such RVI Meeting and to exercise personally the Holder Votes thereat; a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: a proxy to such Holder or such Holder's designee to exercise personally the Holder Votes; or a proxy to a designated agent or other representative of the management of RVI to exercise such Holder Votes; a statement that if no voting instructions are received from the Holder, the Holder Votes to which such Holder is entitled will not be exercised; a form of direction whereby the Holder may so direct and instruct the Trustee as contemplated herein; and a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a class vote RVI Meeting shall not be earlier than the close of business on the Business Day prior to such meeting, and (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by RVI to the Trustee, but shall be subject to review and comment by the Trustee. For the purpose of determining Holder Votes to which a Holder is entitled in one class respect of Coors Common Stockany such RVI Meeting or RVI Consent, the number of Exchangeable Shares owned of record by the Holder shall be determined at the close of business on the record date established by RVI or by applicable law for purposes of determining stockholders entitled to vote at such RVI Meeting or to give written consent in connection with such RVI Consent. RVI will notify the Trustee shall only exercise Voting Rights in writing of any decision of the board of directors of RVI with respect to the Coors Special Voting Share corresponding calling of any such RVI Meeting or the seeking of any such RVI Consent and shall provide all necessary information and materials to such class of Coors Common Stock, the Trustee in each case promptly and each Beneficiary holding in any Corresponding Exchangeable Shares shall be entitled event in sufficient time to instruct enable the Trustee to cast and exercise on such class vote that number of votes comprised in the Voting Rights which is equal to that number of votes which would attach to the shares of Coors Common Stock into which such Beneficiary's Corresponding Exchangeable Shares are then exchangeable forperform its obligations contemplated by this Section 4.3.

Appears in 1 contract

Samples: Combination Agreement (Rubincon Ventures Inc)

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