Power to Vote Shares Sample Clauses

Power to Vote Shares. Such Shareholder has sole voting power, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shareholder’s Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement. Any proxies granted by such Shareholder in respect of any or all of its Owned Shares prior to and including the date hereof (except as set forth herein) in respect of the Proxy Matters have been revoked.
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Power to Vote Shares. During the term of this Agreement and so long as Debtor is not in default in the performance of any of the terms of this Agreement or the Note, Debtor shall have the sole right to vote the Collateral on all corporate questions.
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Power to Vote Shares. (a) As used herein "
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Power to Vote Shares. Such Shareholder has the voting power, the power to issue instructions with respect to the matters set forth in this Agreement, and the power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shareholder’s Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement and, as to the shares of Marigold Voting Common Stock that are subject to forfeiture or to awards under Marigold’s benefit plans, except as provided in the applicable benefit plans and award agreements. Any proxies granted by such Shareholder in respect of any or all of its Owned Shares prior to and including the date hereof (except as set forth herein) in respect of the Proxy Matters have been revoked.
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Power to Vote Shares. The SG Stockholder has sole voting power, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the SG Stockholder’s Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement. Any proxies granted by the SG Stockholder in respect of any or all of its Owned Shares prior to and including the date hereof (except as set forth herein) have been revoked.
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Power to Vote Shares. The Stockholder has the ultimate voting power over all of the Buyer Shares set forth opposite the Stockholder’s name on Schedule I free and clear of any proxy, voting restriction, adverse claim or other liens, other than those created by this Agreement or under applicable laws. Except pursuant to this Agreement and the Participation Deed between the Stockholder and BFNL, dated June 25, 2019, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which the Stockholder is a party relating to the pledge, disposition, or voting of any such Buyer Shares and there are no voting trusts or voting agreements with respect to such Buyer Shares. BFNL has no voting power over any of the Buyer Shares, provided, for the avoidance of doubt, that BFNL and its Affiliates hold additional securities of the Buyer that are separate and distinct from the Buyer Shares (the “Excluded Securities”), and BFNL makes no representation with respect to such Excluded Securities in this Agreement.
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Power to Vote Shares. The Stockholder has the ultimate voting power over all of the Buyer Shares set forth opposite the Stockholder’s name on Schedule I free and clear of any proxy, voting restriction, adverse claim or other liens, other than those created by this Agreement or under applicable laws. There are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which the Stockholder is a party relating to the pledge, disposition, or voting of any such Buyer Shares and there are no voting trusts or voting agreements with respect to such Buyer Shares.
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Related to Power to Vote Shares

  • Agreement to Vote Shares From the date hereof through the earlier of (a) the Closing Date (as defined in the Purchase Agreement) or (b) the termination of the Purchase Agreement in accordance with its terms (the "Pre-Closing Period"), at any meeting of the stockholders of Company called to consider and vote upon the adoption and approval of the Purchase Agreement (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of the adoption and approval of the Purchase Agreement by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares, whether issued, heretofore owned or hereinafter acquired, in favor of the adoption and approval of the Purchase Agreement and in favor of any other matter necessary for the consummation of the transactions contemplated by the Purchase Agreement (collectively, the "Transactions") and considered and voted upon at any such meeting or made the subject of any such written consent, as applicable. During the Pre-Closing Period, at any meeting of the stockholders of Company called to consider and vote upon any Other Proposal (as hereinafter defined) (and at any and all postponements and adjournments thereof), and in connection with any action to be taken in respect of any Other Proposal by written consent of stockholders of Company, Stockholder shall vote or cause to be voted (including by written consent, if applicable) all of the Subject Shares against such Other Proposal. For purposes of this Agreement, the term "Other Proposal" means any (x) Acquisition Proposal (as defined in the Purchase Agreement) or (y) other action which is intended or could reasonably be expected to impede, interfere with, delay or materially and adversely affect the contemplated economic benefits to Parent of any of the Transactions or any of the other transactions contemplated by this Agreement; provided, however, that neither the Transactions nor any other transaction contemplated by the Purchase Agreement to be consummated by Company, Parent or Purchaser in connection therewith shall constitute an Other Proposal. Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of the provisions and agreements contained in this Section 1.1.

  • Agreement to Vote (a) Each Holder agrees that at the Stockholders’ Meeting or at any other meeting of the holders of Shares at which a vote of such Holders contemplated below is taken (and at every postponement or adjournment, as applicable, thereof) and, with respect to the matters described below in clauses (ii)(A), (ii)(B) and (ii)(C), in connection with any action proposed to be taken by written consent of the holders of Shares: (i) when such a meeting of the holders of Shares is held, such Holder shall appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for the purpose of establishing a quorum and, if applicable, vote in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which the Merger Agreement or any other actions contemplated by the Merger Agreement is submitted for the consideration and vote of the stockholders of the Company to a later date if there are not proxies representing a sufficient number of shares of Common Stock to approve such matters on the date on which the meeting is held, and (ii) such Holder shall vote or cause to be voted at any such meeting (and at every postponement or adjournment thereof), or deliver or cause to be delivered a written consent with respect to, all of such Holder’s Subject Shares (A) in favor of adopting the Merger Agreement and any other actions contemplated by the Merger Agreement in respect of which the approval of the holders of Shares is requested; and (B) against (1) any Acquisition Proposal, whether or not constituting a Superior Proposal and (2) any action, proposal, transaction or agreement involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Except as explicitly set forth in this Section 4.01, nothing in this Agreement shall limit the right of a Holder to vote (or cause to be voted), including by proxy or written consent, if applicable, in favor of, or against or to abstain with respect to, any matters presented to the stockholders of the Company.

  • List of Stockholders Entitled to Vote The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.

  • Power to Adjourn The chairman of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

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