Common use of When Proxy Holder Need Not Be Shareholder Clause in Contracts

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 11 contracts

Samples: Incorporation Agreement, Incorporation Agreement (QualTek Wireline LLC), Amalgamation Agreement

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When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 9 contracts

Samples: Business Combination Agreement (Plum Acquisition Corp. III), Business Combination Agreement (Screaming Eagle Acquisition Corp.), Business Combination Agreement (Jupiter Acquisition Corp)

When Proxy Holder Need Not Be Shareholder. A If and for so long as the Company is not a public company, a person must not may only be appointed as a proxy holder unless if the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 5 contracts

Samples: Amalgamation Agreement, Amalgamation Agreement, Business Combination Agreement (Green Thumb Industries Inc.)

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or; (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or (4) the Company is a public company.

Appears in 4 contracts

Samples: Arrangement Agreement (Bausch Health Companies Inc.), Arrangement Agreement (Bausch & Lomb Corp), Transaction Agreement

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or; (3c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or (d) the Company is a public company.

Appears in 2 contracts

Samples: Incorporation Agreement (BirchBioMed Inc.), Amalgamation Agreement

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article Section 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or; (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or (4) the Company is a public company.

Appears in 2 contracts

Samples: Arrangement Agreement (Foremost Clean Energy Ltd.), Arrangement Agreement (Foremost Clean Energy Ltd.)

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect 15 PXXXXXXXX AXXXX of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 1 contract

Samples: Incorporation Agreement (Boart Longyear Australia Pty LTD)

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation corpo’ration or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Inpixon)

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder holde r is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 1 contract

Samples: Arrangement Agreement (Bayswater Uranium CORP)

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 1 contract

Samples: Amalgamation Agreement

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When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:. (1a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.513.5; (2b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or; (3c) or the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or (d) the Company is a public company.

Appears in 1 contract

Samples: Merger Agreement

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:. (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 1 contract

Samples: Amalgamation Agreement (Cicero Resources Corp.)

When Proxy Holder Need Not Be Shareholder. A ‌ If and for so long as the Company is not a public company, a person must not may only be appointed as a proxy holder unless if the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 1 contract

Samples: Business Combination Agreement

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or (3c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

Appears in 1 contract

Samples: Amalgamation Agreement

When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: (1) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5; (2) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or; (3) or the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or (4) the Company is a Public Company.

Appears in 1 contract

Samples: Amalgamation Agreement

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