proxies definition

proxies. (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company of any of its Affiliates, except as set forth in Article II of this Agreement;
proxies. (as such terms are used in the proxy rules of the SEC) to vote, or seek to advise or influence any Person with respect to the voting of, any Voting Securities of the Company;
proxies has the meaning given to such term in Rule 14a-1 of the Exchange Act.

More Definitions of proxies

proxies or who is a "participant" in any "election contest";
proxies or become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, these terms to have such meaning throughout this Agreement) with respect to the Company;
proxies or become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the 1934 Act, disregarding clause (iv) of Rule 14a-1(1)(2) and including an exempt solicitation pursuant to Rule 14a-2(b)(1)); call, or in any way encourage or participate in a call for, any special meeting of stockholders of the Company (or take any action with respect to acting by written consent of the stockholders of the Company); request, or take action to obtain or retain, any list of holders of any securities of the Company; or initiate or propose any stockholder proposal or participate in or encourage the making of, or solicit stockholders of the Company for the approval of, one or more stockholder proposals; provided, however, that Investor shall not be prohibited from communicating with a security holder who is engaged in any "solicitation" of "proxies" or who is a "participant" in any "election contest";
proxies. The Adviser has, and shall continue to, review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets under management by the Adviser in accordance with such policies and procedures adopted or approved by the Fund from time to time. Unless otherwise instructed by the Fund, the Adviser may delegate such duties to one or more Subadvisors who will, in compliance with the proxy voting procedures of the Fund then in effect or approved by the Fund, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Series may be invested. In the event that the Adviser exercises said delegation, it shall cause the Custodian to forward promptly to the Subadvisor all proxies upon receipt, so as to afford the Subadvisor a reasonable amount of time in which to determine how to vote such proxies. The Adviser shall cause such Subadvisor to provide the Adviser with quarterly proxy voting reports in such form as the Adviser may request from time to time, which reports shall then be presented to the Fund."
proxies in a "solicitation" subject to the proxy rules under the Exchange Act or executed any written consent with respect to, or become a "participant" in, any "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act), in each case with respect to the Company Common Stock; or
proxies or become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act, but (x) disregarding clause (iv) of Rule 14a-1(1)(2) and (y) including any exempt solicitation pursuant to Rule 14a-2(b)(1) or Rule 14a-2(b)(2)); call, or in any way participate in a call for, any special meeting of stockholders of the Company (or take any action with respect to acting by written consent of the Company's stockholders); request, or take any action to obtain or retain any list of holders of any securities of the Company; or initiate or propose any stockholder proposal or participate in the making of, or solicit stockholders for the approval of, any stockholder proposal; (c) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of Exchange Act) with respect to any Common Stock (or any securities the ownership of which would make the owner thereof a Beneficial Owner of Common Stock ); (d) seek Board representation or the removal of any directors of the Company or a change in the composition or size of the Board; (e) take any action, or disclose any intent, purpose, plan or proposal, with respect to this Agreement, the Company or its Affiliates or the Board, management, policies, affairs, securities or assets of the Company or its Affiliates that seeks to influence or control the management, Board or policies of the Company, or otherwise is inconsistent with this Agreement, including any action, intent, purpose, plan or proposal that is conditioned on, or would require the Company or any of its Affiliates to make any public disclosure relating to, any such action, intent, purpose, plan, proposal or condition; (f) request any waiver, modification, termination or amendment of this paragraph or any relinquishment by the Company of any rights with respect thereto; or (g) assist, advise, encourage or act in concert with any person with respect to, or seek to do, any of the foregoing. Without limiting the generality of the foregoing, Cross Creek hereby withdraws its notice to the Company dated November 17, 1998 of proposed director nominees and will promptly amend its Schedule 13D to reflect such withdrawal and the terms of this Agreement.
proxies. (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote any voting securities of ART,