Common use of Voting Discretion Clause in Contracts

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. * * *;

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 Corporation8 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, * * *the approval of expenditures or investments by the Corporation, or the approval of the Corporation’s operating budget, provided that: (i) on an annual basis, the Proxy Holders shall establish a budget for the Corporation and its subsidiaries (“Annual Budget”); 7 (ii) the Shareholder may request a copy of the Annual Budget and such information used to prepare the budget, e.g., income statements, balance sheets, and cash flow estimates, and the Corporation may provide such information subject to prior review and redaction by the GSC as the GSC determines to be appropriate and as consistent with the terms of this Agreement; and (iii) the Proxy Holders may make adjustments to the Annual Budget during a fiscal year to take into account acquisitions or dispositions made by the Corporation and its subsidiaries, new lines of businesses of the Corporation and its subsidiaries, and other material changes or events; f. the selection of new business lines or ventures that the Corporation will pursue, or the termination of existing business lines or ventures, except as set forth in Section 7.03 below; g. the decision to enter into or terminate any contract, except as prohibited in Section 7.03 below; h. the appointment or dismissal of officers and senior managers, provided that: (i) the Shareholder reserves the authority to require that the Proxy Holders remove the CEO of the Corporation, and the Proxy Holders shall so remove the CEO of the Corporation, in the event that: (a) the CEO is the subject of a criminal conviction; or (b) the CEO is determined by the Proxy Holders to have materially violated the Corporation’s Code of Ethics; where in either such event, the Proxy Holders will appoint a new CEO and may consult with the Shareholder prior to such appointment, consistent with the terms of this Agreement; and (ii) under no other circumstances may the Shareholder require the Proxy Holders remove the CEO of the Corporation, but if the Corporation and its subsidiaries fail to meet the targets; set forth in the 8 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. Corporation’s Annual Budget, the Shareholder may request that the Proxy Holders remove the CEO of the Corporation, and the Proxy Holders shall do so if: (a) in the exercise of their business judgment such removal is warranted; and (b) the Proxy Holders provide the Shareholder with a rationale for their decision in accordance with Section 11.03 below; i. the appointment or dismissal of employees with access to classified information or sensitive technology or data; and j. any action with respect to the foregoing, or any other matter affecting the Corporation, and not specifically described in Section 7.03 below, which any shareholder might otherwise lawfully exercise. 7.03. The Proxy Holders are not authorized to take any of the following actions without the express written approval of the Shareholder: a. sell or dispose of, in any manner, the capital assets (tangible or intangible) or business of the Corporation; b. pledge, mortgage or encumber the assets of the Corporation for purposes other than obtaining working capital; c. any reorganization, merger or dissolution of the Corporation; d. acquire the stock or assets of another business or entity; e. close, relocate, or alter the material operations or production facilities of the Corporation; f. issue equity or debt, or instruments convertible or exchangeable into equity or debt; g. * * *alter the terms of existing equity or debt (excluding working capital loans); h. file or make any petition under the U.S. bankruptcy laws or any similar law or statute of any state or any foreign country; i. cause the Affiliates to contribute additional capital to the Corporation or to loan funds to the Corporation, or to guarantee loans made by third parties to the Corporation; j. enter into contracts with Investors of the Shareholder (e.g., those that file a Form 13D or Form 13G who are listed on Attachment B) or their affiliates; k. guarantee the obligations of the Investors of the Shareholder or their affiliates; or l. amend the Articles of Incorporation or Bylaws of the Corporation with respect to the matters described in Sections 7.03.a through 7.03.k above. Further, the Shareholder or Ultimate Shareholders may seek authorization from DSS to take other actions concerning the Corporation on a case-by-case basis. The Shareholder and/or Ultimate Shareholders will seek such authorization by submitting a request in writing to DSS setting forth in reasonable detail the nature of the request and relevant supporting information, with copies to the Proxy Holders. The Shareholder or Ultimate Shareholders will not take any such requested actions until after receiving written approval from DSS. 7.04. The Proxy Holders agree that they shall, upon written request by the Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03 above. The Proxy Holders shall consult with the Shareholder concerning such action so that the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable United States laws and regulations. Any action by the Proxy Holders with respect to the matters specified in Section 7.03 that is taken without the approval of the Shareholder shall be void and without effect.

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. * * *;