Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Corporation, other than stock of the Corporation, shall be voted, in person or by proxy, by the President or any Vice President of the Corporation on behalf of the Corporation.
Voting of Stock. So long as any shares of Preferred Stock, Class A Common Stock or Common Stock are owned by Purchaser and any of its Affiliates during the period ten (10) years from the Closing Date, the Company shall have the right to direct the voting of all of such shares held by Purchaser and any of its Affiliates, except as to the election of the Purchaser Director or any matter relating to rights, preferences and privileges of the Preferred Stock or Class A Common Stock. During such ten (10) year period, Purchaser agrees to vote, and to cause its Affiliates to vote, such shares as directed by the Company, except as to the election of the Purchaser Director or any matter relating to rights, preferences and privileges of the Preferred Stock or Class A Common Stock.
Voting of Stock. Purchaser (a) will execute all "proxies" solicited by management or the Board of Directors of Catalyst or (b) will vote all Voting Stock "FOR" all proposals submitted by Management or the Board of Directors of Catalyst, for approval or a vote by the shareholders of Catalyst, including all nominations for the Board of Directors of Catalyst.
Voting of Stock. 18 5.12 Sale of Common Stock or Preferred Stock........................ 18 5.13 Confidentiality................................................ 19
Voting of Stock. At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Seller (the "Meeting"), however called, or in connection with any written consent or resolutions of the shareholders of the Seller, Warburg will appear at the Meeting or otherwise cause the Stock entitled to vote on any matter presented to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Stock to the extent such Stock is entitled to vote or consent, except as otherwise agreed to in writing in advance by the Buyer in its sole discretion, in favor of the transactions contemplated by the Purchase Agreement and any other business combination with Buyer and against the following actions: (1) any Acquisition Proposal or (2) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the transactions contemplated by this Agreement or the Purchase Agreement. Warburg agrees that it will not enter into any agreement or understanding with any Person the intended or reasonably anticipated effect of which would be inconsistent with or violative of any provision contained in this Section 2(c). Any such vote or consent shall be deemed a consent for purposes of Section 4(m) of the Securities Purchase Agreements, dated as of October 1, 1999 and November 21, 1997, by and between Seller and Warburg.
Voting of Stock. 18 5.12 Sale of Common Stock or Preferred Stock . . . . . . . . . . . 18 5.13 Confidentiality.. . . . . . . . . . . . . . . . . . . . . . . 19
Voting of Stock. In voting the Stock held hereunder, the Trustees shall exercise their judgment to select suitable directors of the Company, to the end that the affairs of the Company shall be properly managed, and to vote on such other matters which may come before them at any shareholders’ meeting. The Trustees shall not have the power to vote the Stock held hereunder in favor of the following corporate actions unless the written consent of the Beneficiaries holding Trust Certificates representing at least two thirds of the Stock then held hereunder is first obtained:
(i) merger or consolidation of the Company;
(ii) sale or exchange of all, or substantially all, of the voting securities of the Company in one or a series of related transactions;
(iii) sale, lease or exchange of all, or substantially all, of the property and assets of the Company;
(iv) total or partial liquidation of the Company;
(v) dissolution of the Company;
(vi) any act which is likely to lead to a Public Offering;
(vii) any issuance of any securities of the Company if upon consummation of such issuance the Stock held by the Trustees will not have the power to elect a majority of the Board of Directors of the Company; or
(viii) any amendment to the articles of incorporation of the Company which would have the effect of diminishing the rights reserved to the Beneficiaries in this Section 3.02.
Voting of Stock. TVF agrees to vote all shares of Meridian as to --------------- which it has voting power in such a manner as to have Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxx elected to the Board of Directors of Meridian, with first priority to Xx. Xxxxxxx, second priority to Xx. Xxxxxxxx, and thereafter priority to other nominees selected by Xx. Xxxxxxx. Xxxxxxxx agrees to assign to TVF or to Xx. Xxxxxxx any proxy or proxies obtained by it from Mass Bay with respect to the 1997 Annual Meeting of Meridian or to name TVF or Xx. Xxxxxxx as substitute proxies. Xxxxxxxx shall obtain from Mass Bay a proxy pursuant to the letter agreement attached hereto as Exhibit B.
Voting of Stock. Upon the execution of this Agreement, it shall be the duty of the Trustee and the Trustee shall have the sole and exclusive power and authority to vote any of the New Securities or any other securities held in Trust pursuant to this Agreement in person, or by proxy, or by consent to corporate action or otherwise, in his reasonable discretion in accordance with the purposes of the Trust. No Beneficiary has any ownership rights in or to the New Securities other than such Beneficiary’s right to receive a Proportionate Share of any distributions of the Trust Assets.
Voting of Stock. CERTAIN CORPORATE ---------------------------------- GOVERNANCE MATTERS ------------------
