Voting of Escrowed Shares. With respect to any matter on which the Escrowed Shares or any other shares of Purchaser Common Stock in the Escrowed Funds are entitled to vote, the Escrow Agent shall seek voting instructions from the Holders. With respect to Holders who timely provide such instruction, the Escrow Agent shall vote the Escrowed Shares that would be distributed to such Holders (assuming no Claim is made) in accordance with the instructions received by such Holders, but shall not otherwise vote such shares.
Voting of Escrowed Shares. The Escrowed Shares held by ------------------------- the Escrow Agent pursuant to this Agreement shall be deemed issued and outstanding, shall appear as issued and outstanding on Monroe's balance sheet, and shall be legally outstanding under applicable state law. With respect to any matter on which stockholders of Monroe have a right to vote, the Escrow Agent, upon receipt of written notices to such effect, on behalf of the Minority Xxxxxx Stockholders, acting at the written direction of such stockholders, shall exercise the right to vote, or not vote, all Escrowed Shares (or any portion thereof); provided, however, that the ----------------- Escrow Agent shall at the expense of Monroe and the Xxxxxx Stockholders promptly forward, or cause to be forwarded, copies of any proxies, proxy statements and other soliciting materials which it receives to the Minority Xxxxxx Stockholders, and shall vote the applicable portion of the Escrowed Shares in accordance with any written instructions timely received by the Escrow Agent from any Minority Xxxxxx Stockholder. Absent any such written instructions, the Escrow Agent shall not vote any Escrowed Shares.
Voting of Escrowed Shares. Seller shall retain all voting and other rights associated with the Escrowed Shares until the Final Closing Purchase Price is paid in full pursuant to the terms of the Purchase Agreement at the Final Closing; provided, however, that so long as Purchaser is not in default in its obligations under the Purchase Agreement, and the Purchase Agreement remains in effect, Seller shall vote the Escrowed Shares in accordance with instructions from Purchaser, so long as such instructions are received sufficiently in advance of the applicable vote and such voting would not violate applicable law or require amendments to any SEC filing of Seller or Purchaser. Seller shall not be obligated to vote the Final Shares in accordance with Purchaser's instructions in connection with any matter (i) proposed by or on behalf of Purchaser or any of its Affiliates that Purchaser did not previously disclose to Seller in its Schedule 13D or (ii) as to which Purchaser or any of its Affiliates would have an interest that is different from the interests of the other stockholders of the Company such as an interest that would be of a nature that would have to be disclosed pursuant to Item 1005(d) of Regulation M-A or Item 404 of Regulation S-K, if either of such provisions were applicable.
Voting of Escrowed Shares. With respect to any matter on which the holders of Parent Class A Common Stock have voting rights, the Escrowed Shares shall be voted in the same proportion with respect to any item submitted to a vote of shareholders as are the votes cast by all holders of Parent Class A Common Stock with respect to such matter (other than any Parent Class A Common Stock held by Time Warner Inc. or its controlled Affiliates or by the Escrow Account), as such ratio is certified to the Escrow Agent by Buyer.
Voting of Escrowed Shares. During the escrow period, the Company agrees to provide to Fulcrum with respect to the Escrowed Shares copies of all materials provided to the stockholders of the Company with respect to the voting of such shares and copies of written communication delivered to stockholders pursuant to the Company's Certificate of Incorporation, By-Laws and the Rules and Regulations under the Securities Exchange Act of 1934, as amended.
Voting of Escrowed Shares. For so long as any Escrowed Shares remain in the Escrow Account, each Principal Selling Shareholder, for so long as such Principal Selling Shareholder is a member of the senior management of Buyer or any Affiliate thereof (including, without limitation, any of the Companies), hereby covenants and agrees, (i) to be present in person or represented by proxy at all stockholder meetings of Buyer so that all Escrowed Shares then beneficially owned by such Selling Shareholder shall be counted for the purpose of determining the presence of a quorum at such meetings, and (ii) to vote, or act by consent with respect to, all Escrowed Shares then beneficially owned by such Selling Shareholder as directed by Buyer.
Voting of Escrowed Shares. Until such time as 3dfx shall have delivered a notice to the Agent as described in the first sentence of Section 4(a) of this Agreement, the Securityholder Representative shall have the right to direct the Agent as to the manner of voting of the Escrowed Shares. Such Securityholder Representative shall use its reasonable best efforts to vote the Escrowed Shares in accordance with the directions of the beneficial holders thereof.
Voting of Escrowed Shares. Until the termination of this Escrow Agreement, Cohen shall have the right to xxxxxise, in person or by his nominees or proxies, all stockholders' voting rights and powers in respect of the Escrowed Shares deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote provided hereunder shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of stockholders of Medical Media. To facilitate the same, AFMN shall deliver an irrevocable proxy to Cohen in the form attached herxxx xs Exhibit A.
Voting of Escrowed Shares. The record owner or the bearer (as applicable) of the Escrowed Shares shall be entitled to exercise the voting rights attributed to such Escrowed Shares; provided that for so long as the Escrow Agent is the bearer of any Escrowed Exchangeable Shares, the Escrow Agent shall vote such shares only in accordance with the instructions of the Shareholders' Agent. In the absence of such directions, the Escrow Agent shall not vote such shares. EBH agrees to provide the Escrow Agent and the Shareholders' Agent with written notice of any shareholders' meetings or other actions to be taken by shareholders on the same basis and at the same time as it would provide to holders of registered shares of EBH.
Voting of Escrowed Shares. During the period SI agrees to provide to Fluorometrix with respect to the Escrowed Shares copies of all materials provided to the stockholders of SI with respect to the voting of such shares and copies of written communication delivered to stockholders pursuant to SI's certificate of Incorporation, By-Laws and the Rules and Regulations under the Securities Exchange Act of 1934, as amended.
