VOTING POWER OF ATTORNEY. (a) Except as otherwise provided herein or in the Partnership Act, only the holders of Class A Interests will be entitled to vote on any matters requiring a vote, consent or other action of the Limited Partners. Any action shall be authorized if the affirmative vote of the holders of a majority of the Class A Interests present at a meeting at which a quorum is present shall be obtained. Prior to the Lapse Date, to the extent any class of Interests is required or eligible to vote with respect to any matter (including Class A Interests or any other class), each Management Limited Partner shall vote all of its eligible Management Interests in any manner directed by the General Partner.
(b) Each Management Limited Partner hereby constitutes and appoints the General Partner (and any member of the board of directors of the General Partner acting at the direction of a valid majority of such board), with full power of substitution, as such Person’s true and lawful agent and attorney in fact, with full power and authority in such Person’s name, place and stead, (i) to, prior to the Lapse Date, vote for or against in respect of any matter pursuant to which such Management Limited Partner is eligible to vote its Interests and (ii) to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof in accordance with the terms hereof which the General Partner or such member deems appropriate or necessary to form, qualify, or continue the qualification of, the Partnership as a limited partnership in the Cayman Islands and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all instruments which the General Partner or such member deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents which the General Partner or such member deems appropriate or necessary to reflect the dissolution of the pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all instruments relating to the admission, withdrawal or substitution of any Partner pursuant to the terms hereof. The foregoing power of attorney is irrevocably given by way of securing such Management Limited Partner’s obligations hereunder, and shall survive and not be affected by the death, disability, in...
VOTING POWER OF ATTORNEY. 9.1 Each of the Minority Sellers appoints the Buyer (acting by its directors from time to time) as his attorney (“Attorney”), with full power to exercise all rights in relation to the Minority Shares to be sold by such Minority Seller registered in the name of that Minority Seller as the Attorney in its absolute discretion sees fit, including but not limited to:
9.1.1 receiving notice of, attending and voting at any general meeting of the members of the Company, including meetings of the members of any particular class of member, and all or any adjournments of such meetings, or signing any resolution as registered holders of the relevant Minority Shares;
9.1.2 completing and returning proxy cards (or equivalent), consent to short notice and any other documents required to be signed by the registered holder of the relevant Minority Shares;
9.1.3 dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the relevant Shares or received in connection with the relevant Minority Shares from the Company or any other person; and
9.1.4 otherwise executing, delivering and doing all deeds, instruments and acts in the relevant Minority Seller’s name insofar as may be done in the relevant capacity as registered holder of the relevant Minority Shares.
9.2 These powers of attorney shall be irrevocable, save with the consent of the Buyer, and are given by way of security to secure the proprietary interest of the Buyer as the buyer of the Minority Shares, but shall expire in respect of the Minority Shares on the date on which the Buyer and/or its nominee is or are entered in the register of members of the relevant Company as holder(s) of the relevant Minority Shares.
VOTING POWER OF ATTORNEY. 15.1 The Vendors hereby appoint the Purchaser (acting by any of its directors from time to time) to be their attorney from and after Completion granting to the Purchaser full power on their behalf to exercise all voting and other related rights attaching to the Shares including in particular, but without prejudice to the generality of the foregoing, power:
(a) to execute a form of proxy (or other instrument or document) in favour of such person or persons as the Purchaser may think fit to enable it to attend and vote as the Vendors’ proxy at any general meeting of the members, or separate class meeting of any class of members, of the Company in respect of the Shares in such manner as the Purchaser may decide;
(b) to sign any written resolution of the members of the Company (or any class of such members) in respect of the Shares in such manner as the Purchaser may decide;
(c) to consent to the convening and holding of any such meeting and the passing of the resolutions to be submitted at any such meeting on short notice;
(d) to settle the terms of such resolutions;
(e) generally to procure that the Purchaser is duly registered as the holder of the Shares;
(f) to delegate one or more of the powers and rights conferred on it under this power of attorney (other than this power of delegation) to either the company secretary or a director from time to time of the Purchaser appointed for that purpose by the board of directors of the Purchaser by resolution or otherwise; and
(g) to appoint any substitute with all or any of the powers conferred under this power of attorney (other than this power of substitution) as if they had been originally appointed by this power of attorney and revoke the appointment of a substitute at any time.
15.2 Each Vendor hereby severally declares that the power of attorney granted by Clause 15.1 is given to secure the proprietary interest of the Purchaser as a security power and shall be irrevocable provided that such power of attorney shall automatically expire upon the registration of the transfer of the Shares sold by the applicable Vendors in the books of the Company.
15.3 Each Vendor hereby severally undertakes, from Completion:
(a) not to exercise any rights attaching to the Shares or exercisable in its capacity as registered holder of the Shares without the Purchaser’s prior written consent;
(b) only deal with and dispose of such Shares, dividends, distributions, assets and rights as the Purchaser shall lawfully direct in writing...
VOTING POWER OF ATTORNEY. 10.1 AD appoints the Buyer (acting by its directors from time to time) as her attorney (“Attorney”), with full power to exercise all rights in relation to the AD Sale Shares as the Attorney in its absolute discretion sees fit, including but not limited to:
10.1.1 receiving notice of, attending and voting at any general meeting of the members of the Company, including meetings of the members of any particular class of member, and all or any adjournments of such meetings, or signing any resolution as registered holders of the AD Sale Shares;
10.1.2 completing and returning proxy cards (or equivalent), consent to short notice and any other documents required to be signed by the registered holder of the AD Sale Shares;
10.1.3 dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the AD Sale Shares or received in connection with the AD Sale Shares from the Company or any other person; and
10.1.4 otherwise executing, delivering and doing all deeds, instruments and acts in AD’s name insofar as may be done in the relevant capacity as registered holder of the AD Sale Shares.
10.2 This power of attorney shall be irrevocable, save with the consent of the Buyer, and is given by way of security to secure the proprietary interest of the Buyer as the buyer of the AD Sale Shares, but shall expire in respect of the AD Sale Shares on the date on which the Buyer and/or its nominee is or are entered in the register of members of the Company as holder(s) of the AD Sale Shares.
VOTING POWER OF ATTORNEY. 9.1 Each of the Altify UK Beneficial Owners appoints the Buyer (acting by its directors from time to time) as his attorney (“Attorney”), with full power to exercise all rights in relation to the Altify UK Shares to be sold by such Altify UK Beneficial Owner as the Attorney in its absolute discretion sees fit, including but not limited to:
9.1.1 receiving notice of, attending and voting at any general meeting of the members of the Company, including meetings of the members of any particular class of member, and all or any adjournments of such meetings, or signing any resolution as registered holders of the relevant Altify UK Shares;
9.1.2 completing and returning proxy cards (or equivalent), consent to short notice and any other documents required to be signed by the registered holder of the relevant Altify UK Shares;
9.1.3 dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the relevant Shares or received in connection with the relevant Altify UK Shares from the Company or any other person; and
9.1.4 otherwise executing, delivering and doing all deeds, instruments and acts in the relevant Altify UK Beneficial Owner’s name insofar as may be done in the relevant capacity as registered holder of the relevant Altify UK Shares.
9.2 These powers of attorney shall be irrevocable, save with the consent of the Buyer, and are given by way of security to secure the proprietary interest of the Buyer as the buyer of the Altify UK Shares, but shall expire in respect of the Altify UK Shares on the date on which the Buyer and/or its nominee is or are entered in the register of members of the relevant Company as holder(s) of the relevant Altify UK Shares.
VOTING POWER OF ATTORNEY. 17.1 The Seller and each of the Option Sellers appoints the Buyer (acting by its officers from time to time) as their attorney (“Attorney”), with full power to exercise all rights in relation to the Sale Shares or the Option Shares, as the case may be, to be sold by such Seller or Option Seller registered in the name of that Seller or Option Seller as the Attorney in its absolute discretion sees fit, including but not limited to:
17.1.1 receiving notice of, attending and voting at any general meeting of the members of the Company and all or any adjournments of such meetings, or signing any resolution as registered holders of the relevant Shares;
17.1.2 completing and returning proxy cards (or equivalent), consent to short notice and any other documents required to be signed by the registered holder of the relevant Shares;
17.1.3 dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the relevant Shares or received in connection with the relevant Shares from the Company or any other person; and
17.1.4 otherwise executing, delivering and doing all deeds, instruments and acts in the name of the Seller or the relevant Option Seller name insofar as may be done in the relevant capacity as registered holder of the relevant Shares and only insofar as to secure registration of the relevant Shares .
17.2 The power of attorney granted by Xxxxxx 17.1 shall expire in respect of the Seller or an Option Seller on the date on which the Buyer is registered in the register of members of the Company as the legal owner of the Seller or the relevant Option Seller’s Shares.
VOTING POWER OF ATTORNEY. 14.1 Each of the Sellers appoints the Buyer (acting by its directors from time to time) as his attorney (“Attorney”), with full power to exercise all rights in relation to the Sale Shares to be sold by such Seller registered in the name of that Seller as the Attorney in its absolute discretion sees fit, including but not limited to:
14.1.1 receiving notice of, attending and voting at any general meeting of the members of the Company, including meetings of the members of any particular class of member, and all or any adjournments of such meetings, or signing any resolution as registered holders of the relevant Sale Shares;
14.1.2 completing and returning proxy cards (or equivalent), consent to short notice and any other documents required to be signed by the registered holder of the relevant Sale Shares;
14.1.3 dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the relevant Sale Shares or received in connection with the relevant Sale Shares from the Company or any other person; and
14.1.4 otherwise executing, delivering and doing all deeds, instruments and acts in the relevant Seller’s name insofar as may be done in the relevant capacity as registered holder of the relevant Sale Shares.
VOTING POWER OF ATTORNEY. With effect from Completion (but not at any time before Completion), each Seller, in respect of themselves only, irrevocably appoints the Buyer to be its attorney with full power pending registration of the Buyer as the legal holder of Shares registered in the name of the Sellers to exercise all rights of ownership which are capable of exercise by the Sellers in the capacity of registered holder of the Shares including without limitation:
VOTING POWER OF ATTORNEY. In order to provide a remedy in respect of an Actionable Cap Exceedance, each of the McCain Family Parties hereby irrevocably constitutes and appoints the Company as the true and lawful attorney of such McCain Family Party to act for and on behalf of such McCain Family Party, with full power and authority in the name, place and stead of such McCain Family Party, to take all steps, execute all documents and perform all acts on behalf of such McCain Family Party as may be necessary or desirable to vote (or in furtherance of voting) all Shares beneficially owned, or over which control or direction is exercised, by such McCain Family Party that are Acquired Excess Securities Acquired by the relevant McCain Family Party (for clarity, including any Shares that are subsequently issued to or Acquired by the relevant McCain Family Party during the pendency of an Actionable Cap Exceedance as a result of the exercise by the relevant McCain Family Party of its rights under a Right to Acquire Shares that is an Acquired Excess Security) (the “Voting PoA” and such Shares, the “Voting PoA Shares”) at the Company’s first meeting of shareholders following the occurrence of the Actionable Cap Exceedance and at each subsequent meeting of the shareholders of the Company for which the Voting PoA Shares are held on the relevant record date (subject to the prior occurrence of the Voting PoA Deadline). The Voting PoA, being coupled with an interest, shall not be revoked by the death, insolvency or bankruptcy of the relevant McCain Family Party and each McCain Family Party hereby ratifies and confirms and agrees to ratify and confirm all that the Company may lawfully do or cause to be done by virtue of such appointment and power. In exercising the Voting PoA, the Company shall vote (or refrain from voting) the Voting PoA Shares in the manner directed by a majority of the independent directors. In the event that, for any reason, the Voting PoA is not exercisable by the Company in whole or in part, no McCain Family Party shall vote or attempt to vote the Voting PoA Shares and the Company may instruct the scrutineers at the relevant shareholders meeting to disregard any such votes.
VOTING POWER OF ATTORNEY
