Common use of Actions by the Proxy Holders Clause in Contracts

Actions by the Proxy Holders. 6.01. The Proxy Holders shall adopt written standard operating procedures which shall be followed by the Proxy Holders in discharging their responsibilities under this Agreement. The operating procedures shall be maintained by the Proxy Holders for review by DSS. The Shareholder may review the operating procedures only with the advanced written approval of DoD. Shareholder appeals of any provision of the operating procedures shall be forwarded to DSS. DoD has the right to determine, in its sole discretion, whether such appeal should be favorably considered. 6.02. Proxy Holders shall hold regularly scheduled meetings. These meetings may be held at such time and at such place within the United States as shall be decided, from time to time, by a majority of the Proxy Holders. At least four meetings shall be held each year. Minutes of such meetings shall be prepared and retained by the Proxy Holders for review by DSS. 6.03. For the purpose of conducting the Corporation’s business, a majority of the Proxy Holder present at an official meeting, either in person or by written proxy, shall have the right to cast either in person or by written proxy, shall have the right to cast one vote on each question. In lieu of a meeting, action may also be taken on the business of the Corporation by a writing signed by all the Proxy Holders. Each Proxy Holder agrees to attend, except for good cause shown, not less than 50% of all official meetings held in one year’s time at which his attendance is formally requested pursuant to the Proxy Holders’ procedures. 6.04. No proxy to vote the Shares may be given to, or voted by, any person other than one of the Proxy Holders. 6.05. Subject at all times to the responsibility to ensure compliance by the Corporation with NISP requirements and the Agreement, the Proxy Holders shall act in good faith as reasonably prudent persons to protect the legitimate economic interests of the Shareholder in the Corporation as an ongoing business concern. 6.06. The Government Security Committee (see Section 8.01 below) shall establish written policies and procedures and maintain oversight to provide assurance to itself and DSS that electronic communications between the Corporation and its subsidiaries and the Affiliates do not disclose classified or export controlled information without proper authorization. (Note: as used in this Agreement, the term “electronic communications” means the transfer of information via, including but not limited to, telephone conversations, facsimiles, teleconferences, video conferences or electronic mail.) Policies and procedures will also provide assurance that electronic communications are not used by the Parent(s) and/or any of its Affiliates to exert influence or control over the Corporation’s business or management in a manner which could adversely affect the performance of classified contracts.

Actions by the Proxy Holders. 6.01. The Proxy Holders shall adopt written standard operating procedures (“Operating Procedures”) which shall be followed by the Proxy Holders in discharging their responsibilities under this Agreement. The operating procedures Operating Procedures shall be maintained by the Proxy Holders for review by DSS. The Shareholder NNI may review the operating procedures Operating Procedures only with the advanced written approval of DoD. Shareholder DSS. NNI appeals of any provision of the operating procedures Operating Procedures shall be forwarded to DSS. DoD has DSS reserves the right to determine, in its sole discretion, whether such appeal should be favorably considered. 6.02. The Proxy Holders shall hold regularly scheduled meetings. These meetings may be held at such time and at such place within the United States as shall be decided, from time to time, by a majority of the Proxy Holders. At least four meetings shall be held each year. Minutes of such meetings shall be prepared and retained by the Proxy Holders for review by DSS. 6.03. For the purpose of conducting the Corporation’s business, a majority of the Proxy Holder present at an official meetingHolders shall be required to be present, either in person or by written proxy, shall have the right to cast either in person or by written proxy, at an official meeting. Each Proxy Holder who is present shall have the right to cast one vote on each question. In lieu of a meeting, action may also be taken on the business of the Corporation by a writing signed by all the Proxy Holders. Each Proxy Holder agrees to attend, except for good cause shown, not less than fifty (50% ) percent of all official meetings held in one year’s time at which his attendance is formally requested pursuant to the Proxy Holders’ Holders procedures. 6.04. No proxy to vote the Shares may be given to, or voted by, any person other than one of the Proxy Holders. 6.05. Subject at all times to the responsibility to ensure compliance by the Corporation with NISP the NISP’s requirements and the this Agreement, the Proxy Holders shall act in good faith as reasonably prudent persons to protect the legitimate economic interests of the Shareholder NNI in the Corporation as an ongoing business concern. 6.06. The Government Security Committee (see Section 8.01 8.01. below) shall establish written policies and procedures and maintain oversight to provide assurance to itself and DSS that electronic communications between the Corporation and its subsidiaries and the Affiliates do not disclose classified or export export-controlled unclassified information without proper authorization. (Note: as As used in this Agreement, the term “electronic communications” means the transfer of information via, including but not limited to, telephone conversations, facsimiles, teleconferences, video conferences videoconferences or electronic mail.) Policies and procedures will shall also provide assurance that electronic communications are not used by the Parent(s) and/or any of its Affiliates to exert influence or control over the Corporation’s business or management in a manner which could adversely affect the performance of classified contracts.

Actions by the Proxy Holders. 6.018.01. The Proxy Holders shall adopt written standard operating procedures which shall be followed by the Proxy Holders in discharging their responsibilities under this Agreement. The operating procedures shall be maintained by the Proxy Holders for review by DSSDCSA. The Shareholder may review the operating procedures relating to protecting classified and export-controlled information and safeguarding the independence of the Proxy Holders are not releasable by the Company except to ▇▇▇▇▇▇▇▇ US and only with the advanced advance written approval of DoD. Shareholder appeals DCSA. The operating procedures not related to protection of any provision classified and export-controlled information and safeguarding the independence of the operating procedures shall be forwarded to DSS. DoD has Proxy Holders are not releasable without the right to determine, in its sole discretion, whether such appeal should be favorably consideredapproval of the GSC. 6.028.02. Proxy Holders shall hold regularly scheduled meetingsmeetings as necessary to satisfy their responsibilities under this Agreement. These meetings may be held at such time and at such place within the United States as shall be decided, from time to time, by a majority of the Proxy Holders. At least four meetings of the Board of Directors shall be held each yearyear in addition to any separate Proxy Holder meetings that the Proxy holder shall call in accordance with this Section 8.02. Minutes of such meetings shall be prepared and retained by the Company or the Proxy Holders for review by DSSDCSA. 6.038.03. For the purpose of conducting the CorporationCompany’s business, a majority of the each Proxy Holder present at an official meeting, either in person or by written proxy, shall have the right to cast either in person or by written proxy, shall have the right to cast one vote on each question. Each such question shall be decided by a majority vote of the Proxy Holders present. In lieu of a meeting, action may also be taken on the business of the Corporation Company by a writing signed by all the Proxy Holders. Each Proxy Holder agrees to attend, except for good cause shown, not less than 50% 50 percent of all official meetings held in one year’s time at which his his/her attendance is formally requested pursuant to the Proxy Holders’ procedures. 6.048.04. No proxy to vote the ▇▇▇▇▇▇▇▇ US Shares may be given to, or voted by, any person other than one of the Proxy Holders. 6.058.05. Subject at all times to the responsibility to ensure compliance by the Corporation Company with NISP requirements and the this Agreement, the Proxy Holders shall act in good faith as reasonably prudent persons seek to protect the legitimate economic interests of its shareholders and, whether in their capacity as Proxy Holders or members of the Shareholder Board of Directors, act in a manner consistent with their fiduciary duties. To the Corporation extent not expressly prohibited or limited by this Agreement or inconsistent with listing requirements or laws applicable to, or prudent business practices for, U.S. public companies (as an ongoing determined by the Company’s legal counsel), the Company shall adhere to relevant issued ▇▇▇▇▇▇▇▇ Group policies and principles applicable to subsidiaries of ▇▇▇▇▇▇▇▇ and provided to the Company in writing at or following the date of this Agreement and a reasonable period of time prior to their application, including those relating to financial planning and reporting, compliance, governance, auditing (including maintaining a risk-based audit plan), communications and ethics. Subject to the terms of this Agreement, the Company may participate with other members of the ▇▇▇▇▇▇▇▇ Group in formal or informal business concerndiscussions to facilitate compliance with the foregoing policies and principles. Any such policies and principles must be in writing and made available for inspection by the Company and, at DCSA’s request, to DCSA. The GSC may, consistent with best efforts, impose additional security-related policies and procedures in its sole discretion. 6.068.06. The Government Security Committee (see Section 8.01 10.01 below) shall establish written policies and procedures and maintain oversight to provide assurance to itself and DSS DCSA that electronic communications between the Corporation Company and its subsidiaries and the Affiliates Affiliated Group do not disclose classified or export export-controlled information without proper authorization. (Note: as As used in this Agreement, the term “electronic communications” means the transfer of information via, including but not limited to, telephone conversations, facsimiles, teleconferences, video conferences or electronic mail.) Policies and procedures will also provide assurance that electronic communications are not used by the Parent(s) ▇▇▇▇▇▇▇▇ US and/or any of its Affiliates the Affiliated Group to exert influence or control over the CorporationCompany’s business or management in a manner which could adversely affect the performance of classified contracts.