Voting of Escrow Shares. The record owner of the Escrow Shares shall be entitled to exercise all voting rights with respect to such Escrow Shares.
Voting of Escrow Shares. The Escrow Agent, as record owner of the Escrowed Shares, shall exercise all voting rights with respect to such Escrowed Shares in accordance with Section 3.5 of the Merger Agreement, upon receipt of written instructions from the Parent. The Escrow Agent is not obligated to distribute to the Members or to the PCT Representative any proxy materials or other documents relating to the Escrowed Shares received by the Escrow Agent from Parent.
Voting of Escrow Shares. So long as no Event of Default has occurred all rights to vote the Escrow Shares while they are part of the Escrow Fund shall be retained by RCM. The Acquiree Shareholder shall have no right to transfer or assign her interest in the Escrow Shares in the Escrow Fund during such period of time as such Shares remain a part of the Escrow Fund unless RCM shall first have consented thereto in writing and provided that any such transferee shall deliver to the Escrow Agent a duly signed stock power covering such Escrow Shares and the Escrow Agent shall hold such transferee's shares and stock powers in escrow subject to this Agreement.
Voting of Escrow Shares. The Stockholder shall be the beneficial owner of the Escrow Shares, and the Stockholder shall be entitled to exercise all voting rights and all other rights with respect to their Escrow Shares. The Stockholder shall have the right to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares.
Voting of Escrow Shares. The Company Stockholders shall have voting rights with respect to the Escrow Shares held in the Escrow Fund; provided, however, that the Stockholders’ Representative shall have the right, on behalf of, and pursuant to instructions from, the Company Stockholders, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Stockholders’ Representative shall have no obligation to solicit consents or proxies from the Company Stockholders for purposes of any such vote.
Voting of Escrow Shares. The Representative (on behalf of the Stockholders) shall be entitled to exercise all voting rights with respect to such Escrow Shares. The Escrow Agent is not obligated to distribute to the Representative or any other person any proxy materials and other documents related to the Escrow Shares received by the Escrow Agent from Buyer.
Voting of Escrow Shares. SCO shall be entitled to exercise all voting rights with respect to such Escrow Shares.
Voting of Escrow Shares. The Escrow Agent shall cause to be voted all of the Escrow Shares in the Stock Escrow Fund as to which it receives written instructions from the Target Stockholders whose Escrow Shares have been deposited into the Stock Escrow Fund in accordance with such instructions. The Escrow Agent shall rely upon the number of Escrow Shares set forth next to the name of each Target Stockholder on Exhibit A (as such Exhibit is revised from time to time by the written direction of Parent and the Holder Representative) hereto in determining how many shares of Escrow Shares a Target Stockholder has authority to cause the Escrow Agent to cause to be voted. In the absence of written directions from a Target Stockholder as to how Escrow Shares attributable to such Target Stockholder are to be voted, the Escrow Agent need not vote such shares. The Escrow Agent need not deliver proxy statements or other documents it may receive from Parent or any other person on behalf of Parent to the Target Stockholders
Voting of Escrow Shares. The beneficial owners of the Escrow Shares shall be entitled to exercise all voting rights with respect to such Escrow Shares. The Escrow Agent shall have no responsibility for the genuineness, validity, market value, title or sufficiency for any intended purpose of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise rights in the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement; except that it shall, at the written request of the Sellers' Agent given to the Escrow Agent at least three (3) business days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Sellers' Agent a proxy or other instrument in the form supplied to it by the Sellers' Agent for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, authorizing the Sellers' Agent to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from the issuer or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights.
Voting of Escrow Shares. The Stockholders shall have the right, in their sole discretion, to exercise any voting rights pertaining to the Escrow Shares, and if required Escrow Agent shall comply with, and be entitled to rely on, any applicable Stockholder written instructions. At every annual, special or adjourned meeting of the stockholders of Parent and in every written consent of the stockholders of Parent in lieu of any such meeting, in the absence of written instructions from any individual Stockholder (directly or through a proxy), Escrow Agent shall not vote any of the Escrow Shares being held in the Escrow Fund on behalf of that individual Stockholder. The Stockholders shall further have the right, in their sole discretion, to direct Escrow Agent in writing to cause the tender of such Escrow Shares in a tender offer for Common Stock.
