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. (b) The Voting Trustee is authorized to become party to or prosecute or defend or intervene in any suits or legal proceedings in its capacity as securityholder of the Company, acting solely at the direction of the Investor, and the Investor agrees to hold the Voting Trustee harmless from any action or omission by the Voting Trustee, acting in conformity with the instructions of the Investor, in any such suit or legal proceeding. (c) The Voting Trustee shall be present, whether in person or represented by proxy, at all annual and special meetings of the Company held during the period for which the Trust is in existence, so that all Deposited Securities may be counted for the purposes of determining the presence of a quorum at such meeting.
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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. 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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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.
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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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Related to RIGHTS AND POWERS OF VOTING TRUSTEE

  • 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 stockholders as of the date hereof, regulating the management of the Company, the stockholders’ rights in the Company, the transfer of shares in the Company, including any voting agreements, stockholder 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 stockholders, directors or officers.

  • 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. (b) For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. (c) The Board may, and to the extent required by law, shall, in advance of any meeting of Members, appoint one or more inspectors to act at the meeting and make a written report thereof. The Board may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of Members, the chairman of the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors. (d) With respect to the use of proxies at any meeting of Members, the Company shall be governed by paragraphs (b), (c), (d) and (e) of Section 212 of the DGCL and other applicable provisions of the DGCL, as though the Company were a Delaware corporation and as though the Members were shareholders of a Delaware corporation. (e) In the event that the Company becomes subject to Regulation 14A under the Exchange Act, pursuant to and subject to the provisions of Rule 14a-16 under the Exchange Act, the Company may, but is not required to, utilize a Notice of Internet Availability of Proxy Materials, as described in such rule, in conjunction with proxy material posted to an Internet site, in order to furnish any proxy or related material to Members pursuant to Regulation 14A under the Exchange Act.

  • 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.

  • 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.

  • Shareholders Voting Powers and Meetings The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 4.1, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the Commission (or any successor agency) or any state and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.

  • Purposes and Powers of the Trust The purpose of the trust, as created hereunder, is to engage in the following activities: (a) to sell the Certificates to the Company in exchange for the Mortgage Loans; (b) to enter into and perform its obligations under this Agreement; (c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (d) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders. The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08 may not be amended, without the consent of the Certificateholders evidencing a majority of the aggregate Voting Rights of the Certificates.

  • Shareholders Voting Powers and Meeting 11 Section 5.1 Voting Powers 11

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

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