Proxy Committee Sample Clauses

Proxy Committee. The Shareholders/Limited Partners hereby agree to set up a Proxy Committee made up of the Chief Administrative Officer of each Municipality for the purposes of providing any consent or decision from the Shareholders/Limited Partners as is required hereunder, and each Shareholder/Limited Partner hereby appoints its member of the Proxy Committee as its agent and attorney for the purpose of providing consent, direction and voting the Shares of the respective Shareholder/Limited Partner. Where consent or a decision is required from the Shareholders/Limited Partners hereunder, the Corporate General Partner shall inform the Proxy Committee of the Corporate General Partner's request for consent or a decision, and the Proxy Committee members shall obtain the consent or decisions of their respective Municipal councils and shall meet and determine whether the required threshold of consent (whether Majority Consent, Required Consent or Unanimous Consent, as the case may be) has been met. If the required threshold to approve a decision or matter requiring consent hereunder has been met, the Proxy Committee will communicate to the Corporate General Partner that the required threshold has been met, including outlining the response of each Shareholder/Limited Partner. If the required threshold has not been met, the Proxy Committee will inform the Corporate General Partner of the reason(s) why the Municipal council(s) who did not approve of the decision decided against providing their consent, and the Proxy Committee will act as an intermediary between the Corporate General Partner and the various Municipal councils to work to reach a decision which is suitable to the respective Shareholders/Limited Partners such that the required threshold of consent is met.
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Related to Proxy Committee

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