Rights of Voting Trustee Sample Clauses

Rights of Voting Trustee. 3.1.1 The Voting Trustee may purchase, sell, own or hold Shares in the capital of the Corporation, may contract with and be compensated by the Corporation, and may be or become pecuniarily interested in any matter or transaction to which the Corporation may in any way be concerned, as fully and freely as if the Voting Trustee were not the Voting Trustee, subject to compliance with the terms of the Shareholders’ Agreement. 3.1.2 The Voting Trustee may vote any Shares in the Corporation owned legally and beneficially by the Voting Trustee without regard to this Agreement. 3.1.3 Nothing in this Agreement will be deemed to restrict the Voting Trustee from acting in any capacity on behalf of a Shareholder, the Corporation or from being a creditor of the Corporation. 3.1.4 The trust created by this Agreement is hereby declared to be irrevocable, and the Shareholders will have no right to replace or remove the Voting Trustee without the Voting Trustee’s written consent. 3.1.5 The Voting Trustee will be entitled to be reimbursed by the Corporation for any documented costs and expenses reasonably incurred by the Voting Trustee in the performance of the services under this Agreement.
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Rights of Voting Trustee. 3.1.1 The Voting Trustee may purchase, sell, own or hold Shares in the capital of the Corporation, may contract with and be compensated by the Corporation, and may be or become pecuniarily interested in any matter or transaction to which the Corporation may in any way be concerned, as fully and freely as if the Voting Trustee were not the Voting Trustee. 3.1.2 The Voting Trustee may vote any Shares in the Corporation owned legally and beneficially by the Voting Trustee without regard to this Agreement. 3.1.3 Nothing in this Agreement will be deemed to restrict the Voting Trustee from acting in any capacity on behalf of a Shareholder, the Corporation or from being a creditor of the Corporation. 3.1.4 The trust created by this Agreement is hereby declared to be irrevocable, and the Shareholders will have no right to replace or remove the Voting Trustee without the Voting Trustee’s written consent. 3.1.5 The Voting Trustee will be entitled to be reimbursed by the Corporation for any documented costs and expenses reasonably incurred by the Voting Trustee in the performance of the services under this Agreement.
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Rights of Voting Trustee. Except as otherwise provided in this Agreement, the Voting Trustee shall be entitled to exercise, in his uncontrolled discretion, all rights and powers of every kind and nature with respect to the shares of Stock, including: (a) the right to collect all dividends payable on any of the shares of Stock which shall be promptly distributed in accordance with the provisions of the applicable Voting Trust Certificate; and (b) the right to vote the shares for every purpose and to consent to every and any corporate act of the Corporation or its shareholders.
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Rights of Voting Trustee. For so long as any Stock shall remain subject to the terms of this Agreement, the Voting Trustee shall have the right to exercise, in person or by proxy, all voting rights and powers in respect of such Stock. The right to vote shall include the right to vote for the election of directors and in favor of or against any resolution or proposed action of any character whatsoever which may be presented at any meeting of, or require the consent of, stock- holders of the Company. Without limiting such general right, such action or proceeding may include the sale or mortgaging and pledging of all or any part of the property of the Company, for cash, securities or other property, and the dissolution of the Company, or the consolidation, merger, reorganization or recapitalization of the Company. The Voting Trustee may act as, and receive compensation as, a director or officer of the Company or of any controlled or subsidiary or affiliated corporation, or be otherwise associated therewith; and he, or any firm of which he may be a member, or any corporation or association of which he may be a stockholder, director or officer, or any such firm, corporation or association in which he may be otherwise directly or indirectly interested, may to the extent permitted by law, and without liability in any way or under any circumstances by reason thereof, contract with the Company or with any controlled or subsidiary or affiliated corporation, or be or become pecuniarily interested in any matter or transaction to which the Company or any controlled or subsidiary or affiliated corporation may be a party or in which the Company or any controlled or subsidiary or affiliated corporation may in any way be concerned, as fully as though he were not Voting Trustee hereunder. The Voting Trustee shall not be personally responsible with respect to any action taken pursuant to his vote cast in any matter or act committed, or omitted to be done, under this Agreement, provided such commission or omission does not amount to willful misconduct on his part, and provided also that the Voting Trustee at all times exercises good faith in such matters. The
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Rights of Voting Trustee. (a) The Voting Trustee shall have the right with respect to the Shareholders' Stock to exercise in person or by nominee or proxy, all stockholders' voting rights and powers in respect of the Shareholders' Stock and to take part in, or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include, without limitation, the right to vote for the election of directors, in favor of or against any resolution or proposed action which may be presented at any meeting or require the consent of stockholders of the Company, including those pertaining to mortgaging, creating a security interest in, or pledging all or any part of the property of the Company, the dissolution of the Company, or the consolidation, merger, reorganization or recapitalization of the Company. (b) The Voting Trustee, in voting the shares of capital stock of the Company, shall vote such stock in accordance with his best judgment, subject in each instance to the terms of any applicable shareholders' and/or related agreement which may from time to time be in effect.
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Rights of Voting Trustee. (a) The Voting Trustee shall have the right with respect to the Shareholders' Stock to exercise in person or by their nominees or proxies, all stockholders' voting rights and powers in respect of the Shareholders' Stock and to take part in, or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include, without limitation, the right to vote for the election of directors, in favor of or against any resolution or proposed action which may be presented at any meeting or require the consent of stockholders of the Company, including those pertaining to mortgaging, creating a security interest in, or pledging all or any part of the property of the Company, the dissolution of the Company, or the consolidation, merger, reorganization or recapitalization of the Company. (b) The Voting Trustee, in voting the shares of capital stock of the Company, shall vote such stock in accordance with her best judgment, subject in each instance to the terms of any applicable shareholders' and/or related agreement which may from time to time be in effect. (c) Notwithstanding the provisions of subsection (a) of this Section, the Voting Trustee shall not exercise any rights she possesses to vote any Stock concerning (i) the acquisition or divestiture by the Company of any newspaper or any other business venture, (ii) the dissolution, consolidation, merger, reorganization or recapitalization of the Company, (iii) the sale, exchange, pledge or encumbrance of all or substantially all of the Company's assets, (iv) amendment of the Company's Certificate of Incorporation or bylaws or (v) the election of directors, without first conferring with and obtaining the prior consent of the beneficial owners of at least one-half of the shares of the Stock owned at the time of such shareholder vote by the Shareholders. The parties intend by the foregoing, in their capacity as shareholders, to provide a mechanism for the Voting Trustee to authorize routine actions that customarily are presented to a corporation's shareholders for approval, while reserving to each Shareholder the right to fully participate in certain major decisions concerning the Company. All Shareholders and the Voting Trustee shall act in good faith in carrying out this intention.
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Rights of Voting Trustee. 3.1.1 The Voting Trustee may purchase, sell, own or hold and otherwise exercise rights in Shares and may contract with and be compensated by, and may be or become pecuniarily interested in any matter or transaction to which the Company may in any way be concerned, as fully and freely as if the Voting Trustee were not the Voting Trustee. 3.1.2 The trust created by this Agreement is hereby declared to be irrevocable, and the Shareholder will have no right to replace or remove the Voting Trustee without the Voting Trustee’s written consent. 3.1.3 The Voting Trustee will be entitled to be reimbursed by the Company for any documented costs and expenses reasonably incurred by the Voting Trustee in the performance of his or her services under this Agreement.
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Related to Rights of Voting Trustee

  • 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.

  • 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.

  • No Voting Rights Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

  • Certain Voting Rights So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

  • Rights of Registration and Voting Rights Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Voting Trusts, etc To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

  • Exercise of Voting Rights Except as instructed otherwise by the Trustees of the Trust or the Adviser, the Subadviser shall at its discretion exercise or procure the exercise of any voting right attaching to investments of the Fund. The Adviser agrees and acknowledges that the Subadviser shall not be obligated to take any action with respect to any class action proceedings or other legal action concerning securities held in the Fund's portfolio, except to forward to the Adviser in a timely fashion any notice of such an action that the Subadviser may receive.

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