Governance Voting Sample Clauses

Governance Voting. The management of the Company and the preparation and adoption of the Company’s business plan will be vested in the Board of Directors and such officers as the Board may designate from time to time. Subject to the management guidelines attached hereto as Exhibit A and the other terms of this Agreement, the day-to-day management of the Company will be at the direction of the Board of Directors. The Board and the members appointed thereto (each a “Director”) shall be proposed by and shall serve at the direction of the Stockholders as provided for herein and in the Memorandum of Association and Articles of Association. (a) The Board of Directors shall be comprised of five (5) Directors or such other number of directors as may be established in accordance with the Company’s organizational documents from time to time. So long as the Series A Preferred shall remain outstanding, the Purchaser shall be entitled to nominate three (3) candidates for membership on the Board of Directors of the Company, and the Founders shall be entitled to nominate two (2) directors for membership on the Board of Directors of the Company. From and after the retirement of the Series A Preferred, so long as the Founders hold a majority of the outstanding Common Stock, the Purchaser (if the Purchaser then holds shares of Common Stock) shall be entitled to nominate two (2) candidates for membership on the Board of Directors of the Company, and the Founders shall be entitled to nominate three (3) directors for membership on the Board of Directors of the Company. The Purchaser and the Founders agree to vote for the nominees of each of them. If a Founder is unable to serve or has transferred his shares of Common Stock in the manner permitted by Section 3.3(a), then the Founder’s successor in interest as holder of his Shares or his legal representative shall be entitled to nominate directors in the same manner and to the same extent as if the Founder were himself acting. (b) Subject to the Company’s Memorandum of Association and Articles of Association (as in effect on the date hereof and from time to time thereafter) and the terms and conditions of this Agreement, the Board will have the authority on behalf and in the name of the Company to perform all acts necessary and desirable to the objects and purposes of the Company and to comply, as deemed necessary in the Board’s sole discretion, with any and all applicable laws, regulations, orders or decrees including without limitation, such law...
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Governance Voting. The FP system has two important principles in terms of governance voting. The first is that it is open to system owners, and any FPT holder can fairly enter the system to vote. Another is that the development of the system is determined by the person who has the deepest bond with the system economy. Therefore, the voting weight of users in FP system is determined by the number of FPTs and the lock-up time of users. The longer the lock-up time is, the greater the weight of FPT voting. After the voting result is executed, the party that has passed the vote also needs to enforce the lock-up. This is to prevent users from malicious voting in economic mechanism to damage the health of the system. The voting results are executed by the team, who does not have the power to change it, but the FPT in the hands of the team can participate in the voting. Previous experiences of Blockchain projects tell us that most users are not motivated to actively participate in voting governance, which damages the decentralization of the system and turns the system into a tool for a small group of people. Therefore, in FP DeFi, users participating in governance can also get staking rewards. Before discussing the risk control system, the risk sources of FP should be taken into consideration. For the lending system, the biggest risk comes from debt overdue, loan pool runs and fraud risks from malicious users. Corresponding risk control management will be carried out around these sources of risk. As users in FP DeFi are allowed to borrow on balances, it will cause a run on the fund pool and damage the financial stability of the system if they has not returned the principal. Therefore, there are periodic requirements for borrowers in terms of loan issuance. When the users make a loan, they are forced to choose the loan period within the longest loan period, such as 6 months or 12 months. Moreover, their loan limit, that is, the maximum loan amount of Tokens, must be strictly reviewed. Credit loans are also graded, and not everyone can use credit loans. Different users' mortgage limits range from 80% to 120%. If the user needs a higher amount of credit loan, he needs to find a credit node as a guarantee. In other DeFi lending, the user first deposits the deposit into the fund pool, and then uses the voucher to borrow from other fund pools by way of over-collateralization. In this case, the number of fund pools will be limited while only a limited fund pool can be launched in the syste...
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Governance Voting. As shall be required in bylaws to be adopted by the Board: i. Actions of the Board will be taken by vote of the Board in which each member of the Board shall have one equal vote unless Weighted Voting is required. Decisions will be made by a majority of the votes cast except where a Supermajority is required. ii. Weighted Voting is required: to approve or revise the System Plan; to approve periodic budgets, including required contributions to be made by each Participant in support of such budgets; to employ any personnel of the Board; and to approve the issuance of any bonds or debt obligations of the Board. In the case of the issuance of debt, an affirmative vote of two-thirds Supermajority of the votes cast is required. iii. When weighted voting is required, the weight of each Participant’s vote is determined by the Participant’s proportional contribution to the total annual Operations and Maintenance costs of the Board in the year the vote is taken, multiplied by one hundred. In no event shall the total of the weighted votes be in excess of, or less than, one hundred (100). However, no prevailing vote will pass without the support of at least three Participants.
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Governance Voting 
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Related to Governance Voting

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement. (b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.

  • Governance Matters (a) The Company shall cause the Investor Designated Director to be elected or appointed on the Closing Date to the Board of Directors as well as the board of directors of the Bank (the “Bank Board”), subject to satisfaction of all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board. The Company shall recommend to its shareholders the election of the Investor Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Investor no longer has the Qualifying Ownership Interest, it shall have no further rights under Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, the Investor shall use all reasonable best efforts to cause the Investor Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause the Investor Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by the Investor, so long as the Investor Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (b) For so long as the Investor owns, in the aggregate with its Affiliates, ten percent (10%) or more of the outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”), the Investor Designated Director shall, subject to applicable Law, be the nominee of the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) to serve on the Board of Directors and on the Bank Board. The Company shall use its reasonable best efforts to have the Investor Designated Director elected as director of the Company by the shareholders of the Company and the Company shall solicit proxies for the Investor Designated Director to the same extent as it does for any of its other nominees to the Board of Directors. (c) For so long as the Investor owns, in the aggregate with its Affiliates, the Qualifying Ownership Interest, the Investor Designated Director shall, subject to applicable Law (including the applicable rules of the NYSE), be appointed to the committees of the Board of Directors and the Bank Board (or any other committees performing similar functions of the foregoing committees) identified by the Investor. (d) Subject to Section 3.4(a), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Investor Director, the Investor shall have the right to designate the replacement for the Investor Designated Director, which replacement shall be reasonably acceptable to the Company and shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors shall use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of shareholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) For so long the Investor with its Affiliates owns, in the aggregate with its Affiliates, five percent (5%) or more of the aggregate number of outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company shall, subject to applicable Law, invite a person designated by the Investor and reasonably acceptable to the Board of Directors (the “Observer”) to attend all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof which the Investor Designated Director is a member) in a nonvoting observer capacity. If the Investor no longer beneficially owns the minimum number of Common Shares as specified in the first sentence of this Section 3.4(e), the Investor shall have no further rights under this Section 3.4(e). The Investor shall cause the Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer and the Company, the Board of Directors, the Bank Board and any committees thereof shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (i) if doing so is, in the opinion of counsel to the Company, necessary to protect the attorney-client privilege between the Company and counsel or (ii) if the Board of Directors, the Bank Board or any committee thereof determines in good faith, after consultation with counsel, that fiduciary requirements under applicable Law would make attendance by the Observer inappropriate. The Observer shall have no right to vote on any matters presented to the Board of Directors, the Bank Board or any committee thereof. (f) The Investor Designated Director shall be entitled to the same compensation, including fees, and the same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and the Investor Designated Director shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify the Investor Designated Director of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board of which the Investor Designated Director is a member in accordance with the applicable bylaws. The Company and the Bank shall provide the Investor Designated Director with copies of all notices, minutes, consents and other material that they provide to all other members of their respective boards of directors concurrently as such materials are provided to the other members. (g) Each of the Company and the Bank acknowledges that the Designated Investor Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor and/or certain of its Affiliates (collectively, the “Investor Indemnitors”). Each of the Company and the Bank hereby agrees (1) that it is the indemnitor of first resort (i.e., its obligations to the Designated Investor Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Designated Investor Director are secondary), and (2) that it shall be required to advance the full amount of expenses incurred by the Designated Investor Director and shall be liable for the full amount of all expenses and liabilities incurred by the Designated Investor Director, in each case to the extent legally permitted and as required by the terms of this Agreement and the articles of incorporation and bylaws of the Company and the Bank (and any other agreement regarding indemnification between the Company and/or the Bank, on the one hand, and the Designated Investor Director, on the other hand), without regard to any rights the Designated Investor Director may have against any Investor Indemnitor. The Company further agrees that no advancement or payment by any Investor Indemnitor on behalf of the Designated Investor Director with respect to any claim for which the Designated Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Designated Investor Director against the Company. The Company agrees that the Investor Indemnitors are express third party beneficiaries of the terms of this Section 3.4(g). (h) For the purposes of the definition of “Change in Control” under the Benefit Plans, the Company acknowledges and agrees that the Investor Designated Director shall be deemed to be an “Incumbent Director” as defined in the applicable Benefit Plans.

  • Shareholders Voting Powers and Meeting Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (a) for the election of Trustees as provided in Article IV, Section 1, (b) with respect to any Manager as provided in Article IV, Section 6, (c) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7, (e) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (f) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, and (b) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws, to be taken by Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series may be called by the Trustees or such other person or persons as may be specified in the Bylaws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or of any series as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series shall be called by the Trustees or such other person or persons as may be specified in the Bylaws upon written application by Shareholders holding at least 10% of the outstanding Shares of the Trust, if Shareholders of all series are required hereunder to vote in the aggregate and not by individual series at such meeting, or of any series, if Shareholders of such series are entitled hereunder to vote by individual series at such meeting, requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the Bylaws. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least twenty days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. Quorum and Required Vote ------------------------ Section 3. Thirty percent (30%) of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series shall vote as a series, then 30% of the aggregate number of Shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the Bylaws, a majority of the Shares voted shall decide any questions, and a plurality shall elect a Trustee; provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series shall vote as a series, then a majority of the Shares of that series voted on the matter shall decide that matter insofar as that series is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • 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.

  • Shareholders Voting Powers and Meetings The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 4.1, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the Commission (or any successor agency) or any state and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.