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 9.4.
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).
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).
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.
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.