RIGHTS AND POWERS OF VOTING TRUSTEE Sample Clauses

RIGHTS AND POWERS OF VOTING TRUSTEE. With respect to Subject Shares of which the Purchaser is the Beneficial Owner, the Voting Trustee shall, in person or by nominees, agents, attorneys-in-fact, or proxies, have the right and the obligation to vote with respect to all Voting Matters requiring or permitting holders of VRDP Shares, as applicable, to vote with respect thereto, subject to the terms of this Agreement. The Voting Trustee shall be obligated to vote with respect to any Voting Matter in accordance with Section 7 and the other provisions of this Agreement.
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RIGHTS AND POWERS OF VOTING TRUSTEE. (a) The Voting Trustee shall possess and be entitled to exercise, subject to the provisions hereof (in particular those contained in Section 28 of this Agreement) and of the Restated Certificate of Incorporation and By-laws of the Company and applicable law, all the rights and powers of registered owners of the Deposited Securities as long as they are subject to the Trust, including, but without limitation, the right and power (i) to vote and exercise all other rights with respect to the Deposited Securities, either in person or by proxy, on every matter for which the Deposited Securities may be voted, or to give written consent in lieu of voting thereon, (ii) to waive notice of any regular or special meeting of stockholders of the Company, (iii) to call meetings of stockholders of the Company and (iv) to exercise all other voting rights and powers pertaining to ownership of the Shares; it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Agreement or by or under any other agreement express or implied. The Voting Trustee shall vote all Deposited Securities with respect to all matters, including without limitation the election and removal of directors, voted on by the shareholders of the Company (whether at a regular or special meeting or pursuant to a written consent). Notwithstanding the foregoing, the Voting Trustee agrees that, in voting any Deposited Securities, it will vote solely in proportion with the votes cast by all holders of voting securities of the Company on any matter put before them.
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RIGHTS AND POWERS OF VOTING TRUSTEE. The Voting Trustee shall possess and be entitled to exercise, subject to the provisions hereof, all the rights and powers of the registered owner of the Shares as long as they are subject to the Trust, including, but without limitation, the right and power (i) to vote and exercise all other rights with respect to the Shares, either in person or by proxy, on every matter for which the Shares may be voted, or to give written consent in lieu of voting thereon, (ii) to waive notice of any regular or special meeting of shareholders of the Company, (iii) to call meetings of shareholders of the Company and (iv) to exercise all other voting rights and powers pertaining to ownership of the Shares; it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Agreement or by or under any other agreement express or implied. The Voting Trustee shall vote all Shares with respect to all matters, including without limitation the election and removal of directors, voted on by the shareholders of the Company (whether at a regular or special meeting or pursuant to a written consent).
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RIGHTS AND POWERS OF VOTING TRUSTEE. Subject to the Voting Trustee’s receipt of the Voting Information pursuant to Section 4(e) below and the notices, information and/or cooperation from the Shareholders pursuant to Section 6 below, with respect to Subject Shares, for any Voting Matter on which the holders of Shares are called to vote and on which Shares are actually voted, the Voting Trustee shall, in person or by nominees, agents, attorneys-in-fact, or proxies, vote or cause to be voted the Subject Shares Pro Rata based solely upon the Voting Information provided pursuant to Section 4(e) below, and shall take or cause to be taken such other customary actions as may be necessary or appropriate for the casting of such vote or to otherwise carry out the intent of this Agreement, including, without limitation, the granting of proxies, the designation of another Person (who may be a representative of the Company) as the attorney-in-fact or proxy of the Shareholders and instructing such Person to vote the Subject Shares Pro Rata based solely upon the Voting Information provided pursuant to Section 4(e) below, corresponding with the Company, or the performing of other related administrative matters, in each case subject to the terms of this Agreement. Subject to the provisions of Section 4(e) below, the Voting Trustee shall promptly notify the Shareholders following any vote of the Subject Shares by the Voting Trustee pursuant to the terms of this Agreement.
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RIGHTS AND POWERS OF VOTING TRUSTEE. (a) The Voting Trustee shall possess and be entitled to exercise, subject to the provisions hereof, all the rights and powers of absolute owners of all shares deposited hereunder, including, but without limitation, the right to receive dividends on such shares and the right to vote, consent in writing or otherwise act with respect to any corporate or shareholders' action, to increase or reduce the stated capital of the Company, to classify or reclassify any of the shares as now or hereafter authorized into preferred or common shares or other classes of shares with or without par value, to amend the Articles of Incorporation or By-Laws, to merge or consolidate the Company with other corporations, to sell all or any part of its assets (except for the stock of the Company without the consent of the Stockholder), to create any mortgage or security interest in or lien on any property of the Company, or for any other corporate act or purpose; provided that the Voting Trustee shall give the holders of Voting Stock certificates not less than fifteen (15) days prior written notice of the exercise of such rights and powers if such exercise is not at the request of the beneficial owners of a majority of the shares of the Company, it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Voting Trust Agreement or by or under any other agreement expressed or implied.
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RIGHTS AND POWERS OF VOTING TRUSTEE. Until the termination of this Agreement as provided herein, at each Class Voting Event, including without limitation, any vote involving a change in control of the Company, and whether occurring at a duly called and held meeting of Company shareholders or with respect to any written consent of shareholders of the Company, the Voting Trustee shall vote, in person or by proxy, the shares deposited hereunder in a manner that is consistent with the vote of the holders of a majority of the Company's voting Common Stock (which Common Stock shall be deemed to include the shares of Company Common Stock issuable upon conversion of the shares of Preferred Stock deposited hereunder). The Voting Trustee shall have no authority to sell, pledge, hypothecate, or otherwise dispose of any of the shares deposited pursuant to this Agreement, provided however, that if the holders of a majority of the Company's voting Common Stock and preferred stock that is not held by the Voting Trustee on behalf of the Shareholder tender their shares pursuant to a tender offer under Section 14(d) of the Securities Exchange Act of 1934, as amended, the Voting Trustee shall tender the shares deposited hereunder, receive the proceeds in consideration thereof and distribute such proceeds to the Shareholder. 11.
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RIGHTS AND POWERS OF VOTING TRUSTEE. Until the termination of this Agreement as provided herein, at each Class Voting Event, including without limitation, any vote involving a change in control of the Company, and whether occurring at a duly called and held meeting of Company shareholders or with respect to any written consent of shareholders of the Company, the Voting Trustee shall vote, in person or by proxy, the shares deposited hereunder in a manner that is consistent with the vote of the holders of a majority of the Company's voting Common Stock (which Common Stock shall be deemed to include the shares of Company Common Stock issuable upon conversion of the shares of Preferred Stock deposited hereunder). The Voting
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Related to RIGHTS AND POWERS OF VOTING TRUSTEE

  • Rights And Powers Of Trustee With respect to Subject Shares where the Purchaser is the Beneficial Owner, the Trustee shall, in person or by nominees, agents, attorneys-in-fact, or proxies, have the right and the obligation to exercise its discretion with respect to all Voting Matters requiring holders of VMTP Shares to vote or consent with respect to and including voting or consenting to any corporate or shareholder action of any kind whatsoever, subject to the terms of this Agreement. The Trustee shall be obligated to vote any Voting Matter in accordance with the provisions of this Agreement.

  • No Voting Agreements The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser and any other Purchaser and any of the Company’s shareholders as of the date hereof, regulating the management of the Company, the shareholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, shareholder agreements or any other similar agreement even if its title is different or has any other relations or agreements with any of the Company’s shareholders, directors or officers.

  • Rights and Powers The Company may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral:

  • Bank Accounts and Powers of Attorney Set forth in Schedule 3.21 is an accurate and complete list showing (a) the name of each bank in which the Company has an account, credit line or safe deposit box and the names of all Persons authorized to draw thereon or to have access thereto, and (b) the names of all Persons, if any, holding powers of attorney from the Company and a summary statement of the terms thereof.

  • Proxies and Voting (a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such vote may be made, or proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Any such proxy shall be delivered in accordance with the procedure established for the relevant meeting.

  • Purpose and Powers of the Company The Company is organized for the purpose of carrying on any lawful activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company contemplated by this Agreement.

  • No Powers of Attorney The Company has no powers of attorney or similar authorizations outstanding.

  • Appointment and Powers of Secured Party The Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, without notice to or assent by the Debtor, to do the following:

  • Purpose and Powers of the Trust The purpose of the common law trust, as created hereunder, is to engage in the following activities:

  • No Voting Trusts Shareholder agrees that Shareholder will not, nor will Shareholder permit any entity under Shareholder's control to, deposit any Shares in a voting trust or subject the Shares to any agreement, arrangement or understanding with respect to the voting of the Shares inconsistent with this Agreement.

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