Voting Instruction Sample Clauses

Voting Instruction. Each of the Member Managers (as defined in the LLC Agreement) has determined and advised the Stockholder, in accordance with Section 4.2(b) of the LLC Agreement, that in the event the Exchange has not occurred by the time of the Company Stockholder Meeting, the Stockholder shall vote the Shares in favor of the Merger as set forth in Section 9.3.
Sample 1
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Voting Instruction. Each Guarantor has determined and advised the Seller that until the Transfer Date the Shares will be voted as set forth in Section 4.1(b).
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Voting Instruction. Notwithstanding the obligation to abstain required for Shareholders and/or Binding Board Members provided in Clause 5.12 and in other situations established in Applicable Legislation and/or the Bylaws, Shareholders expressly agree that the voting instruction under the procedure in Clauses 6.4, 6.5 and 6.7 above, as applicable, shall bind all Shareholders (concerning Restricted Shares and Free Shares) and all Binding Board Members, including those absent and dissenting from the Material Corporate Resolution, regardless of the percentage of Shares held individually by each Shareholder. Therefore, Shareholders are obliged to exercise their voting rights (including for their Free Shares) and to ensure that Binding Board Members exercise their votes, in the same sense approved in the Binding Vote. 6.8.1. Subject to the provisions of Clause 6.8.2 below, the Shareholders hereby irrevocably and irreversibly, according to Article 118, paragraph 9, and Article 126, paragraph 1, of the Brazilian Corporation Law, grant each other powers to, solely and exclusively, be represented by one another at any Shareholders’ Meeting in which one of the parties are absent, regarding any and all Consensus Matters or Matters Determined by an Individual Shareholder, to exercise their voting rights in accordance with the Binding Votes. The powers granted herein shall be valid for the granting Shareholder so long as this Agreement remains in effect, according to Article 118, paragraph 7, of the Brazilian Corporation Law. 6.8.2. The instructions for Binding Votes must be communicated to the presiding board of the Material Corporate Resolution by 24 (twenty-four) hours before the Material Corporate Resolution.
Sample 1
Voting Instruction. Each Loan Party waives any right or power to vote as a creditor of any Loan Party incorporated in the Netherlands or its estate other than in accordance with the instruction of the Administrative Agent for an akkoord within the meaning of the Dutch Bankruptcy Act (Faillissementswet).
Sample 1
Voting Instruction. Holder irrevocably and unconditionally directs the Trust, during the term hereof, to vote the Trust Shares (or give or deny consent in lieu thereof) in the same proportions as the Qualifying Shares (as more fully set forth in the form of Proxy). For the purposes of this Agreement, at any given time, the “Qualifying Shares” shall mean all Shares other than (a) the Trust Shares, (b) the Holder Shares and (c) the Shares held by the parties listed on Annex C hereto.
Sample 1

Related to Voting Instruction

  • Wiring Instructions Within five (5) calendar days of receiving a Capital Notice, Investor shall advance the Capital Call amount specified in the Capital Notice to Sponsor by wire transfer of immediately available funds pursuant to the wiring instructions separately provided. For clarity, the aggregate amount of the Capital Calls funded under this Agreement will not exceed the Investor Capital Contribution.

  • Conflicting Instructions A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company will act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

  • Form instructions This form does not mandate the use of a specific font size or style but the font must be legible.

  • Shipping Instructions Unless otherwise instructed, all goods are to be shipped prepaid, FOB Destination, as defined in RCW Title 62A. Where specific authorization is granted to ship goods FOB Shipping Point, the Contractor agrees to prepay all shipping charges, to route cheapest common carrier, and to bill the UW as a separate item on the invoice for the charges. The UW reserves the right to refuse COD shipments. Regardless of FOB point, the Contractor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein that occur prior to delivery, and such loss, injury, or destruction shall not release the Contractor from any obligation hereunder.

  • Billing Instructions Enter name and mailing address of nominating Agency Finance Office for billing purposes.

  • Transactions Not Requiring Instructions In the absence of contrary Written Instructions, PFPC Trust is authorized to take the following actions:

  • Closing Instructions Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with 532 this Contract.

  • Funding Instructions At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

  • Fund Instructions (i) The Manager of the Fund shall cause the Investment Adviser, custodian, legal counsel, independent accountants and other service providers and agents, past or present, for the Fund to cooperate with Administrator and to provide Administrator with such information, documents and communications as necessary and/or appropriate or as requested by Administrator, to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by any Authorized Person or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Authorized Person, agent, representative or employee of the Manager, the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (ii) The Fund shall provide Administrator with an updated certificate or other document, including, without limitation, Manager resolutions, evidencing the appointment, removal or change of authority of any Authorized Person, it being understood Administrator shall not be held to have notice of any change in the authority of any Authorized Person until receipt of written notice thereof from the Fund. (iii) Administrator, its officers, agents or employees shall accept Instructions given to them by any person representing or acting on behalf of the Fund only if such representative is an Authorized Person. The Fund agrees that when oral Instructions are given, it shall, upon the request of Administrator, confirm such Instructions in writing. (iv) At any time, Administrator may request Instructions from the Fund with respect to any matter arising in connection with this Agreement. If such Instructions are not received within a reasonable time, Administrator may seek advice from legal counsel for the Fund at the expense of the Fund, or its own legal counsel at its own expense, and it shall not be liable for any action taken or not taken by it in good faith in accordance with such instructions or in accordance with advice of counsel.

  • Authorized Instructions The Custodian shall be entitled to rely upon any Oral Instructions or Instructions actually received by the Custodian and reasonably believed in good faith by the Custodian to be from an Authorized Person (“Authorized Instructions”). Notwithstanding any other provision included in this Agreement, Written Instructions relating to the disbursement of moneys of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be in the form of a Certificate. The Fund agrees that an Authorized Person shall forward to the Custodian Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact Instructions confirming Oral Instructions are not received or that contrary Instructions are received by the Custodian after the Custodian has effected such Oral Instructions shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by the Custodian.

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