Shareholder Action. After the effective date of the N-14 ------------------ Registration Statement and the Proxy Statement, the Company shall hold a meeting(s) of the shareholders of each Acquired Fund for the purpose of considering and voting upon:
(a) approval of this Agreement and the Reorganization contemplated hereby; and
(b) such other matters as may be determined by the Board of Directors of the Company.
Shareholder Action. The Company shall be entitled to rely upon any written notice, designation, or instruction signed by Apollo Management IV, L.P. and BCP (the "Representatives") as a notice, designation or instruction of all Shareholders and the Company shall not be liable to any Shareholder if the Company acts in accordance with and relies upon such writing. Notwithstanding the foregoing, however, the Company shall not be entitled to rely upon any written notice, designation or instruction signed by the Representatives as a notice, designation or instruction of the DLJ Shareholders or the Greenwich Street Shareholders if such notice, designation or instruction states that it relates to the first parenthetical proviso contained in the first paragraph of Section 2.1(a) or Section 2.1(b), 3.2(a)(iii), 3.4, 4.1(c), 5.4 or 5.9 of this Agreement (the "Specific Rights"). Each of the Shareholders acknowledges that the Representatives have full power and authority to act on their behalf; provided, however, that none of the DLJ Shareholders and the Greenwich Street Shareholders acknowledge the power or authority of the Representatives to act on their behalf with respect to the Specific Rights.
Shareholder Action. After the effective date of the N-14 Registration Statement, the Trust shall hold a meeting of the shareholders of the Acquired Fund for the purpose of considering and voting upon:
(a) approval of this Agreement and the GTF Reorganization contemplated hereby; and
(b) such other matters as may be determined by the Board of Trustees of the Trust.
Shareholder Action. The Company shall be entitled to rely upon any written notice, designation, or instruction signed by Apollo Capital Management II, Inc. and BCP (the "REPRESENTATIVES") as a notice, designation or instruction of all Shareholders and the Company shall not be liable to any Shareholder if the Company acts in accordance with and relies upon such writing. In that regard, each of the Shareholders acknowledges that the Representatives have full power and authority to act on their behalf.
Shareholder Action. After the effective date of the N-14 ------------------- Registration Statement and the Proxy Statement, Reserves shall hold a meeting(s) of the shareholders of each Acquired Fund for the purpose of considering and voting upon:
(a) approval of this Agreement and the Reorganization contemplated hereby; and
(b) such other matters as may be determined by the Board of Trustees of Reserves.
Shareholder Action. The Company shall be entitled to rely upon any written notice, designation, or instruction signed by Apollo Capital Management IV, L.P. or Apollo Capital Management II, Inc, as the case may be, and BCP (the "Representatives") as a notice, designation or instruction of all Shareholders and the Company shall not be liable to any Shareholder if the Company acts in accordance with and relies upon such writing; provided, however, that any such notice, designation or instruction shall not (in the sole good faith determination of the Company) have a disproportionate effect upon any of the Shareholders. Notwithstanding the foregoing, however, the Company shall not be entitled to rely upon any notice, designation or instruction signed by the Representatives as a notice, designation or instruction of the DLJ Shareholder, the Greenwich Street Stockholder if such notice, designation or instruction relates to Section 2.1, 4.4 or 5.5 of this Agreement (the "Specific Rights"). In that regard, each of the Shareholders acknowledges that the Representatives have full power and authority to act on their behalf provided, however, that none of the DLJ Shareholders and the Greenwich Street Stockholders acknowledge the power or authority of the Representatives to act on their behalf with respect to the Specific Rights.
Shareholder Action. The Investors shall vote their shares of Common Stock to cause the Company's Certificate of Incorporation and Bylaws to be in the form attached hereto as Exhibit A and B, respectively.
Shareholder Action. Any adjustment provided for in the above Subparagraphs shall be subject to any required shareholder action.
Shareholder Action. Matters, including the election of Directors, are not generally to be submitted to a Shareholder vote. In certain instances, the Board of Directors may call a Shareholder vote in order to, among other matters, cleanse a conflict. When a quorum is present at any meeting, all matters properly submitted to Shareholders for approval shall be determined by the holders of a majority of the voting power of the Shareholders present in person or by proxy at such meeting and entitled to vote thereon (unless a greater percentage is required with respect to such matter under the rules of any National Securities Exchange on which the Shares are listed for trading, or a greater or lesser percentage is required under the provisions of this Agreement, in which case the approval of Shareholders holding outstanding Shares that in the aggregate represent at least such percentage of voting power shall be required) and such determination shall be deemed to constitute the act of all the Shareholders.
Shareholder Action. Seller agrees to call a special meeting of its shareholders,66 to be held not later than , for the purpose of obtaining shareholder approval67 of this Agreement and the transactions contemplated hereby and agrees to use its commercially reasonable efforts to obtain voting commitments with respect to shareholder action as contemplated in Section 6.1(l) before
