Voting Discretion Clause Samples

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Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Voting Trustees shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Voting Trustees pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees shall be free of any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Communication of any nature and by any means from the Shareholder deemed by the Voting Trustees to be an attempt to assert any influence or control precluded by this Agreement, shall be reported immediately by the Voting Trustees to DSS. 7.02. The Shareholder shall have the right, at any time, to forward to the Voting Trustees written suggestions for their consideration, except that no such written suggestions may be made concerning persons to be nominated pursuant to Article V hereof, as successor Voting Trustees. Written notice of each such action shall be immediately provided to DSS; and copies of all such correspondence shall be retained for review by DSS. 7.03. In addition to the general authorities conferred by Section 7.01 above, the Voting Trustees are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to: a. the election of directors of the Corporation; b. any increase, reduction or reclassification of the capital stock of the Corporation; c. any changes or amendments to the Articles of Incorporation or Bylaws of the Corporation7 involving matters other than those necessary pursuant to Section 7.04 below; d. the sale or disposal of the property, assets or business of the Corporation other than that prohibited in Section 7.03 below; e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03 below, which any Shareholder might lawfully exercise; and f. any action with respect to the foregoing, or any other matter affecting the Corporation and not specifically described in Section 7.04 which any Shareholder might lawfully exercise. 7.04. Any action of the Voting Trustees with...
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Voting Discretion. Except as otherwise provided herein, until the termination of this Agreement and the actual delivery of stock certificates in exchange for Voting Trust Certificates hereunder, the Voting Trustee shall possess and shall be entitled in his discretion, not subject to any review, to exercise in person or by proxy, in respect of any and all Shares at any time deposited under this Agreement, all rights and powers of every name and nature, including the right to vote thereon or to consent to any and every act of Holdings, in the same manner and to the same extent as if he were the absolute owner of such stock in his own right.
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Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Proxy Holders shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Proxy Holders pursuant to this Agreement shall be based on their independent judgment and shall be free from any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Any communication of any nature and by any means from the Shareholder that is deemed by the Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement shall be reported immediately by the Proxy Holders to DSS. 7.02. In addition to the general authorities conferred by Section 7.01 above, the Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to: a. the election of Directors of the Corporation; b. any changes or amendments to the Articles of Incorporation or Bylaws of the Corporation7 other than those necessary pursuant to Section 7.04 below, and except as described in Section 7.03 below; c. the sale, transfer or disposal of the property or assets of the Corporation, except as prohibited in Section 7.03 below; d. the pledging, mortgaging or encumbering of any assets of the Corporation, which any shareholder might otherwise lawfully exercise, except as described in Section 7.03 below; e. except as prohibited in Section 7.03 below, * * *; 7 The Bylaws and Articles of Incorporation of the Corporation shall be reviewed by DSS at the time of establishment of this Agreement and at least annually thereafter. f. g. * * *;
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Voting Discretion. 9.01. Except as otherwise provided in this Agreement, the Proxy Holders shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to the ▇▇▇▇▇▇▇▇ US Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Company in the same manner and to the same extent as if they were the absolute owners of such ▇▇▇▇▇▇▇▇ US Shares in their own right. All decisions and actions by the Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Proxy Holders shall be free of any control or influence from ▇▇▇▇▇▇▇▇ US and the Affiliated Group in any manner whatsoever except as specifically permitted in this Agreement. Communication of any nature and by any means from ▇▇▇▇▇▇▇▇ US or any of the Affiliated Group deemed by the Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement shall be reported immediately by the Proxy Holders to DCSA. 9.02. In addition to the general authorities conferred by Section 9.01 above and consistent with Section 8.05, the Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion with respect to the ▇▇▇▇▇▇▇▇ US Shares to vote for or consent to: a. In accordance with Section 5.01, the election of Non-Proxy Holder Directors and Non-Proxy Holder Director Nominees or the removal of such Directors subject to consultation with ▇▇▇▇▇▇▇▇ US. b. any changes or amendments to the Company’s Certificate of Incorporation or Bylaws11 involving matters other than those necessary pursuant to Section in 9.04 below; c. the sale or disposal of the property, assets or business of the Company other than that prohibited in Section 9.03 below; d. the incurrence of debt or any pledge, mortgage or encumbrance of any assets of the Company other than that prohibited by Section 9.03 below; e. any action with respect to the foregoing, or any other matter affecting the Company and not specifically described in Section 9.03 that ▇▇▇▇▇▇▇▇ US might lawfully exercise. 9.03. The Proxy Holders are not authorized to take any of the following actions without the express written approval of ▇▇▇▇▇▇▇▇ US or as required under applicable agreements and policies: a. other than in the ordinary course of business with vendors, customers and suppliers, (i) the sale or other disposition, however structured (including by way of a merger), of any of the subsidiaries,...
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Voting Discretion. Except as otherwise provided herein, the Voting Trustee shall possess and shall be entitled to exercise in its sole and absolute discretion, with respect to any and all of the Trust Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of Iomai in the same manner and to the same extent as if the Voting Trustee were the absolute owner of such Trust Shares in its own right. All decisions and actions by the Voting Trustee pursuant to the Voting Trust Provisions shall be based on its independent judgment. All decisions and actions by the Voting Trustee shall be free of any control or influence from WRAIR or Iomai in any manner whatsoever except as may be specifically permitted by the provisions of this Agreement.
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Related to Voting Discretion

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • 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.

  • Voting of Subject Shares Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Voting Rights The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall ▇▇▇▇ the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) directors.