Common use of Shareholder Action Clause in Contracts

Shareholder Action. Matters, including the election of Directors, are not generally to be submitted to a Shareholder vote. In certain instances, the Board of Directors may call a Shareholder vote in order to, among other matters, cleanse a conflict. When a quorum is present at any meeting, all matters properly submitted to Shareholders for approval shall be determined by the holders of a majority of the voting power of the Shareholders present in person or by proxy at such meeting and entitled to vote thereon (unless a greater percentage is required with respect to such matter under the rules of any National Securities Exchange on which the Shares are listed for trading, or a greater or lesser percentage is required under the provisions of this Agreement, in which case the approval of Shareholders holding outstanding Shares that in the aggregate represent at least such percentage of voting power shall be required) and such determination shall be deemed to constitute the act of all the Shareholders.