Voting and Other Actions. Neither the Custodian nor any nominee of the Custodian shall vote any of the Securities held hereunder by or for the accounts of the Trust, except in accordance with instructions. The Custodian shall execute and deliver, or cause to be executed and delivered, to the appropriate investment advisor of each series of the Trust, all notices, proxies and proxy soliciting materials with relation to such Securities (excluding any Securities loaned and delivered by the Custodian pursuant to item (h) of Section 5 hereof), such proxies to be executed by the registered holder of such Securities (if registered otherwise than in the name of the Trust), but without indicating the manner in which such proxies are to be voted. Such proxies shall be delivered by regular mail to the appropriate investment advisor of each series of the Trust.
Voting and Other Actions. Each Director shall have one vote and may ------------------------ also cast one vote on behalf of any Director for whom he or she holds a proxy. All actions of the Board shall require the affirmative vote of a majority of the Directors. No Director shall be liable to the Company or to the Managing Member for any loss or damage sustained by the Company or the Managing Member, unless the loss or damage shall have been the result of fraud, deceit, or intentional misconduct.
Voting and Other Actions. (a) Each Stockholder hereby acknowledges and agrees that it is subject to the limitations and restrictions on voting its Company Common Stock set forth in Article IV(a)(3)(ii) of the Fourth Amended and Restated Certificate of Incorporation of the Company (and any successor provision thereto).
(b) The Company by its execution hereof acknowledges that it has actual notice of the terms of this Agreement, consents hereto and hereby covenants with each of the Stockholders that it will at all times during the term of this Agreement be governed by the terms and provisions hereof in carrying out its business and affairs and, accordingly, shall give or cause to be given such notices, execute or cause to be executed such documents and do or cause to be done all such acts, matters and things as may from time to time be necessary or required to carry out the terms and intent hereof.
Voting and Other Actions. Custodian shall promptly deliver or mail to the Principal all forms of proxies and all notices of meetings affecting or relating to Securities held for the account of the Principal. Upon receipt of proper instructions, Custodian shall execute and deliver such proxies or other authorizations as may be required. Neither Custodian nor its nominee shall vote any Securities or execute any proxy to vote the same or give any consent to take any other action with respect thereto.
Voting and Other Actions. (a) Each of the Shareholders hereby agrees that at each meeting of the shareholders of the Company at which directors are to be elected after the Closing (as defined in the Purchase Agreement) and in connection with any action by written consent such Shareholder will vote (or execute such written consent with respect to, as the case may be) all shares of the capital stock of the Company which are voting shares, and any other voting securities of the Company, over which such Shareholder has voting control or which are owned by such Shareholder, beneficially or of record, or will cause such shares or securities to be voted (or such consent to be executed), and will take all other necessary or desirable actions within such Shareholder's control in his or her capacity as a shareholder, director, member of a board committee or officer of the Company, including acting by written consent to the extent permitted under applicable law, so that:
(i) during the term of this Agreement the Board of Directors of the Company (the "BOARD") will include, and until (but not necessarily after) the Payment Satisfaction Date (hereinafter defined) will exclusively include, (A) three persons nominated by Jimirro (including their successors, the "JIMIRRO DIRECTORS"), (B) so long as the Purchasers and their transferees who are or become parties to and bound by this Agreement continue to beneficially own in the aggregate not less than 281,690 shares of Common Stock including as beneficially owned by them all shares of Common Stock into which their Series B Preferred could be converted (the foregoing required number of shares shall automatically be increased proportionately on account of any subdivision, share dividend, stock split or similar transaction and decreased proportionately on account of any reverse stock split, combination or similar transaction affecting the Common Stock occurring after the date of this Agreement), three persons nominated by the holders of a majority of the shares of Common Stock beneficially owned from time to time by the Purchasers (including their successors, the "SERIES B DIRECTORS"), and (C) one person nominated jointly by a majority of the Jimirro Directors and a majority of the Series B Directors (the "INDEPENDENT DIRECTOR"); provided, however, that the Independent Director will be nominated solely by a majority of the Series B Directors from and after the Payment Satisfaction Date (hereinafter defined); provided, further, that as a condition prece...
Voting and Other Actions. The Company by its execution hereof acknowledges that it has actual notice of the terms of this Agreement, consents hereto and hereby covenants with each of the Shareholders that it will at all times during the term of this Agreement be governed by the terms and provisions hereof in carrying out its business and affairs and, accordingly, shall give or cause to be given such notices, execute or cause to be executed such documents and do or cause to be done all such acts, matters and things as may from time to time be necessary or required to carry out the terms and intent hereof.
Voting and Other Actions. The Company and the Stockholder agree to take such actions as are necessary to effectuate the provisions of Sections 4.1 and 4.2 both with respect to the time period specified in the first sentence of Section 4.1 and all subsequent elections and appointments of members of the Board. Without limiting the foregoing, the authorized number of members of the Board of Directors shall be no greater than 11 without a further amendment of this agreement in accordance with the provisions of this Agreement. In addition the Company and Stockholders shall also take such other action as is necessary to ensure that the composition of the Board of Directors is in compliance with the requirements of the Nasdaq National Market.
Voting and Other Actions. Neither SEI Trust nor any nominee of SEI Trust will vote any of the Securities held hereunder by or for the Customer, except in accordance with authorized instructions. SEI Trust will deliver, or cause to be executed and delivered, to the Customer all notices, proxies and proxy soliciting materials relative to such Securities, such proxies to be executed by the registered holder of such Securities (if registered otherwise than in the name of the Customer), but without indicating the manner in which such proxies are to be voted.
Voting and Other Actions. Subcustodian shall promptly deliver or mail to BOIA all forms of proxies and all notices of meetings affecting or relating to Securities held in an Account. Upon receipt of instructions of BOIA, Subcustodian shall execute and deliver such proxies or other authorizations as may be required. Neither Subcustodian nor its nominee shall vote any securities or execute any proxy to vote the same or give any consent to take any other action with respect thereto.
Voting and Other Actions. 56 Article VII
