Corporate Governance and Voting Clause Samples
The "Corporate Governance and Voting" clause defines the rules and procedures by which a company's management and shareholders make key decisions. It typically outlines how voting rights are allocated among shareholders, the process for calling and conducting meetings, and the thresholds required for approving various corporate actions, such as electing directors or amending bylaws. By establishing clear governance structures and voting mechanisms, this clause ensures orderly decision-making and helps prevent disputes over corporate control or authority.
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Corporate Governance and Voting. (a) Until a Qualified Public Offering or Qualified Reorganization, the Purchasers and their Transferees shall have the right to submit one designee and a majority of the board of directors shall submit the remaining designees to be (i) elected to the Corporation's Board of Directors until the Corporation's next shareholder's meeting in the case of a vacancy on the board of directors, (ii) nominated, recommended for election by the Board of Directors of the Corporation in the case of board seats to be filled in a shareholders' meeting and (iii) included for election in the Corporation's future proxy statements. Perry, the Purchasers and their Transferees shall vote their Shares in favor of such designees.
(b) Until a Qualified Public Offering or Qualified Reorganization, so long as the Purchasers or their Transferees shall own beneficially and of record at least 75,000,000 Shares (Appropriately Adjusted), and so long as he is willing to serve, Perry shall vote their Shares in favor of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as the Chairman of the Corporation's Board of Directors.
(c) Each Purchaser, its Transferees and Perry shall vote all of the Shares they own beneficially or of record in favor of the removal (with or without cause) of any director designated by the Board of Directors if a majority of the Board of Directors then in office request such director's removal in writing for any reason. None of Purchasers, their Transferees and Perry shall vote the Shares they own beneficially or of record in favor of the removal (with or without cause) of any director unless such removal shall be at the request of the Board of Directors or the Purchasers, as the case may be, who nominated such director. Any vacancy created or existing on the Company's Board of Directors shall be filled by a successor Director who shall be designated and elected in the manner by which his or her predecessor was designated and elected as provided above.
Corporate Governance and Voting. 8.1 Subject to Condition 8.3 and always to the Client's timely specific instructions (if any), the Manager may procure the exercise of any voting rights attaching to investments of the Fund at its discretion in accordance with the Manager's voting policy.
Corporate Governance and Voting. Each Purchaser acknowledges and confirms that since June 1, 1999, Anthony Rawlinson has been the ▇▇▇▇▇▇▇▇▇▇' ▇▇ard member designee as contemplated in Article IV of the Shareholders' Agreement. Each Purchaser further acknowledges and confirms that he or it has approved any increase in the Company's authorized number of Board members since June 1, 1999 as such increases have been disclosed in the Company's SEC filings from time to time, including but not limited to an increase to eight authorized directors in 2004 and the election of Bjorn Ahlstrom at the last Ann▇▇▇ ▇▇▇▇▇▇▇▇▇ers Meeting as the most recently elected new Director.
Corporate Governance and Voting