Proxy Solicitations. First Reserve agrees that as a stockholder, the First Reserve Group shall vote or cause to be voted all Company Securities of which any member of the First Reserve Group is the beneficial owner with respect to each matter submitted to the Company's stockholders providing for, involving, expected to facilitate or that could reasonably be expected to result in a business combination or other change in control of the Company that has not been approved by the Board (including without limitation the election or removal of one or more Company directors or one or more nominees for director proposed by the Board), either (a) in the manner recommended by the Board, or (b) proportionately with all other holders of Company Securities voting with respect to such matter (provided, that the First Reserve Group shall at all times retain the power to vote for the election of the nominee of First Reserve to the Company's Board). First Reserve hereby agrees that it and each member of the First Reserve Group that it controls shall not take any action, or solicit proxies in any fashion, inconsistent with the provisions of this Section 3.3.
Proxy Solicitations. The Securityholder hereby agrees that it will not, and will not permit any entity under Securityholder’s control or any of its or their respective officers, directors, employees, agents or other representatives to, (i) solicit proxies or become a “participant” in a “solicitation”, as such terms are defined in Regulation 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), in opposition to or competition with the consummation of the Merger or otherwise encourage or assist any party in taking or planning any action which would reasonably be expected to compete with, impede, interfere with or attempt to discourage the consummation of the Merger or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (ii) directly or indirectly encourage, initiate or cooperate in a stockholders’ vote or action by consent of the Company’s stockholders in opposition to or in competition with the consummation of the Merger, (iii) become a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with respect to any voting securities of the Company for the purpose of opposing or competing with the consummation of the Merger or (iv) unless required by Applicable Law, make any press release, public announcement or other non-confidential communication with respect to the business or affairs of the Company or Parent, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent. In addition, the Securityholder agrees not to take, or commit or agree to take, any action inconsistent with the foregoing.
Proxy Solicitations. During the term hereof, without the consent of a majority of the independent members of the Board of Trustees of the Trust (the "Board of Trustees"), Holder agrees that it will not: (i) make or participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A promulgated pursuant to the Exchange Act) or become a "participant" in any "election contest" (as such terms are used in Regulation 14A) with respect to the Trust, (ii) seek to encourage any third person to vote Common Shares in opposition to the recommendation of a majority of the Board of Trustees, (iii) propose any amendment to the Declaration of Trust of the Trust (the "Declaration of Trust") or (iv) assist any attempt by any other person or entity to do any of the foregoing.
Proxy Solicitations. During the Standstill Period, without the express prior written approval of the Company, Stockholder shall not:
(a) solicit proxies or initiate, propose or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act), in opposition to any matter that has been recommended by a majority of the Directors or seek to advise, encourage or influence any individual, firm, corporation, partnership or other entity (a "PERSON") with respect to the voting of or giving of consent with respect to Securities in such manner, or induce or attempt to induce any Person to initiate any stockholder proposal. Notwithstanding the foregoing, and except for any matter governed by Section 2.2 of this Agreement, Stockholder has the right to solicit proxies, propose or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the solicitation by any third party on any matter (an "OPPOSITION SOLICITATION");
(b) execute any written consent in lieu of a meeting of holders of the Common Shares except a written consent solicited by or on behalf of the Board; or
(c) induce any other Person to initiate, propose or become a "participant" in a "solicitation" in opposition to any matter that has been recommended by a majority of the Directors or in support of any stockholder proposal relating to the Company, as described in Rule 14a-8 under the Exchange Act.
Proxy Solicitations. As a stockholder, the First Reserve Group shall vote or cause to be voted all Superior Securities of which any member of the First Reserve Group is the beneficial owner with respect to each matter submitted to Superior's stockholders providing for, involving, expected to facilitate or that could reasonably be expected to result in a business combination or other change in control of Superior that has not been approved by the Board (including without limitation the election or removal of one or more Superior directors or one or more nominees for director proposed by the Board), in the manner recommended by the Board.
Proxy Solicitations. During the term hereof, Holders agree that they will not: (i) other than, in the case of RMO or his designee, solely in his capacity as a Trustee, consistent with the position of a majority of the Board of Trustees, make or participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A promulgated pursuant to the Exchange Act) or become a "participant" in any "election contest" (as such terms are used in Regulation 14A) with respect to the Trust, (ii) seek to encourage any third person to vote Common Shares in opposition to the recommendation of a majority of the Board of Trustees, (iii) propose any change in the Declaration of Trust of the Trust or (iv) assist any attempt by any other person or entity to do any of the foregoing. During the term hereof, if the Holders learn of any efforts by any third party to (i) make or participate in, directly or indirectly, any solicitation of proxies or become a participant in any election contest with respect to the Trust, (ii) encourage any third person to vote Common Shares in opposition to the recommendation of a majority of the Board of Trustees, (iii) propose any change in the Declaration of Trust or (iv) assist any person or entity to do any of the foregoing, the Holders will promptly inform the Board of Trustees.
Proxy Solicitations. The Stockholder will not, and will not permit any entity under the Stockholder's control to: (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to any proposal that may come before the stockholders of Coral for a vote; or (b) initiate a stockholders' vote or action by consent of Coral stockholders with respect to such a proposal. Section 5.
Proxy Solicitations. Subject to Section 3.4, Shareholder shall not (and shall not encourage or assist any other Person to), directly or indirectly, solicit proxies or initiate, propose or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) in any “election contest” with respect to the Company’s directors (regardless of whether it involves the election or removal of directors of the Company).
Proxy Solicitations. No member of the MDS Group shall solicit proxies or initiate, propose or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934 or any similar successor statute (the "Exchange Act")), in opposition to any matter which has been recommended by a majority of the Directors or the Independent Directors or in favor of any matter which has not been approved by a majority of the Directors or the Independent Directors or seek to advise, encourage or influence any individual, firm, corporation, partnership or other entity (a "Person") with respect to the voting of Voting Securities in such manner, or induce or attempt to induce any Person to initiate any stockholder proposal; provided, however, that in the event (i) any matter is recommended by a majority of the Independent Directors and such matter is opposed by a majority of the Directors or (ii) any matter is not recommended by a majority of the Independent Directors and such matter is favored by a majority of the Directors, then such Voting Securities shall be voted in a manner consistent with the majority of the Independent Directors.
Proxy Solicitations. Subject to Section 4.10, Shareholder may not (and may not enter into any discussions or arrangements with any Person to), directly or indirectly, solicit proxies or initiate, propose or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to any matter that has been recommended by a majority of the directors of the Company or in favor of any matter that has not been approved by a majority of the directors of the Company or seek to advise, encourage or influence any Person with respect to the voting of Securities in such manner, or initiate or encourage or attempt to encourage any Person to initiate, any shareholder proposal relating to the Company.
