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.
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:
VOTING POWER OF ATTORNEY. (a) At all times prior to the occurrence of an Event of Default, Borrower shall have the right to exercise all voting rights pertaining to any equity interests held by Borrower; provided that Borrower will not vote such equity interests in any manner that is inconsistent with the terms of any Facility Document or would reasonably be expected to have a material adverse effect on the value thereof or Lender’s interest therein. After the occurrence of an Event of Default, if Lender elects to exercise such right and provides notice of its election to exercise such vote to Borrower, the right to vote any Collateral shall be vested exclusively in Lender. To this end, Borrower hereby irrevocably constitutes and appoints Lender the proxy and attorney-in-fact of Borrower, with full power of substitution, to vote, and to act with respect to, any and all Collateral standing in the name of Borrower or with respect to which Borrower is entitled to vote and act, subject to the understanding that such proxy may not be exercised until after an Event of Default occurs. The proxy herein granted is coupled with an interest, is irrevocable, and shall continue until the Obligations have been paid and performed in full.
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 XxXxxx Family Party to act for and on behalf of such XxXxxx 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 XxXxxx 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. 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:
VOTING POWER OF ATTORNEY. 6.1 Subject to clause 6.7, each Consortium Member hereby appoints the Authorised Attorney as their attorney, with full power to exercise all voting rights in relation to the Consortium Shares registered in their name or otherwise, and on their behalf, as the Authorised Attorney in accordance with any instructions notified to him pursuant to clause 4.5 or 5.35.3(b), including (but not limited to):
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:
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:
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:
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:
