The Voting Trustee Clause Samples

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The Voting Trustee. (a) shall hold the Voting Trust Shares in accordance with this Agreement; (b) except for the right to vote the Voting Trust Shares, shall not have any beneficial interest in the Voting Trust Shares; and (c) acknowledges that, except as otherwise set out in this Agreement, the beneficial ownership of the Voting Trust Shares remains at all times with the Shareholder.
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The Voting Trustee accepts the trust hereunder and agrees to perform the same upon the terms and conditions hereof.
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The Voting Trustee. The Voting Trustee shall receive no compensation for his services as Voting Trustee. The Voting Trustee shall not be required to give a bond for the discharge of his duties as Voting Trustee. The Voting Trustee shall have no liability for any acts or omissions in good faith and in the absence of gross negligence. Each registered holder of a voting trust certificate, by his acceptance thereof, agrees to indemnify the Voting Trustee against any liability he may incur by reason of his actions or omissions in good faith and in the absence of gross negligence.
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The Voting Trustee. (a) Subject to the provisions of this Agreement, the Voting Trustee shall manage the Voting Trust created hereby. (b) The Voting Trustee shall be entitled to such compensation as the Company, the NASD and the Voting Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a Voting Trustee of an express trust). (c) The Voting Trustee is expressly authorized to incur and pay all reasonable, properly documented charges and other expenses that the Voting Trustee deems necessary and proper in the performance of the Voting Trustee's duties under this Agreement and the Company and NASD shall jointly and severally reimburse the Voting Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Voting Trustee in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence, willful misconduct or bad faith. The Company and the NASD, jointly and severally, shall indemnify the Voting Trustee for any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Voting Trustee), arising out of or in connection with the acceptance or administration of the Voting Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that such loss, damage, claim, liability or expense is due to its own gross negligence, willful misconduct or bad faith. (d) In acting hereunder, the Voting Trustee shall have only such duties as are specified herein and no implied duties shall be read into this Agreement, and the Voting Trustee shall not be liable for any act done, or omitted to be done, by it in the absence of its gross negligence, willful misconduct or bad faith. The Voting Trustee shall be free from liability to the Company or the NASD in acting or relying upon any writing, notice, certificate or document believed by the Voting Trustee in good faith after reasonable inquiry to be genuine and to have been signed by an authorized officer of the Company or the NASD, as the case may be. (e) The Voting Trustee may ...
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The Voting Trustee 
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Related to The Voting Trustee

  • No Voting Trusts Shareholder agrees that Shareholder will not, nor will Shareholder permit any entity under Shareholder's control to, deposit any Shares in a voting trust or subject the Shares to any agreement, arrangement or understanding with respect to the voting of the Shares inconsistent with this Agreement.

  • Voting Trust The voting trust hereby created shall commence on the date hereof and continue through and including December 31, 2005. Throughout such period the Trustee shall have the exclusive right to vote upon such shares or to give written consents in lieu of voting thereon, subject to any limitation on the right to vote contained in the Articles of Incorporation or other certificate filed pursuant to law, in person or by proxy at all meetings of the shareholders of the Corporation, and in all proceedings wherein the vote or written consent of shareholders may be required or authorized by law.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Proxies and Voting (a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such vote may be made, or proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Any such proxy shall be delivered in accordance with the procedure established for the relevant meeting. (b) For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. (c) The Board may, and to the extent required by law, shall, in advance of any meeting of Members, appoint one or more inspectors to act at the meeting and make a written report thereof. The Board may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of Members, the chairman of the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors. (d) With respect to the use of proxies at any meeting of Members, the Company shall be governed by paragraphs (b), (c), (d) and (e) of Section 212 of the DGCL and other applicable provisions of the DGCL, as though the Company were a Delaware corporation and as though the Members were shareholders of a Delaware corporation. (e) In the event that the Company becomes subject to Regulation 14A under the Exchange Act, pursuant to and subject to the provisions of Rule 14a-16 under the Exchange Act, the Company may, but is not required to, utilize a Notice of Internet Availability of Proxy Materials, as described in such rule, in conjunction with proxy material posted to an Internet site, in order to furnish any proxy or related material to Members pursuant to Regulation 14A under the Exchange Act.

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.