The Voting Clause Samples
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The Voting. Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may have, access to certain confidential information of the Company and/or the Acquiror, such as operational policies, software, source code, design, configuration and related intellectual property, pricing and cost policies that are valuable, special and unique assets of the Company's and/or the Acquiror's respective businesses. The Voting Stockholders agree that they will not disclose such confidential information to any Person for any purpose or reason whatsoever, EXCEPT (i) to authorized representatives of the Acquiror who need to know information in connection with the transactions contemplated hereby, who have been informed of the confidential nature of such information and who have agreed to keep such information confidential as provided hereby, (ii) following the Closing, such information may be disclosed by the Voting Stockholders as is required in the course of performing their duties for the Acquiror or the Company and (iii) to the Stockholders' Agents, to counsel and other advisors, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section, UNLESS (A) such information becomes known to the public generally through no fault of any such Voting Stockholders, (B) disclosure is required by law or the order of any Governmental Authority under color of law, provided, that prior to disclosing any information pursuant to this clause (B), the Voting Stockholders shall, if possible, give prior written notice thereof to the Acquiror and provide the Acquiror with the opportunity to contest such disclosure, or (C) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Voting Stockholders of the provisions of this Section, the Acquiror shall be entitled to an injunction restraining such Voting Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Acquiror from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, the Voting Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate confidential information with res...
The Voting. Trust Certificates issued by the Voting Trustees may be transferred on the books of the Voting Trustees upon surrender of the Certificates, property endorsed by the record owner thereof in person, or by his attorney duly authorized, in accordance with the rules established by the Voting Trustees. Until so transferred the Voting Trustees may treat the record holders as owners thereof for all purposes whatsoever. The Voting Trustees shall not, however, be required to deliver any Securities without the surrender of the Voting Trust Certificates representing the Securities. The transfer books for Voting Trust Certificates may be closed by the Voting Trustees at any time prior to the payment or distribution of dividends, or for any other purpose, or the Voting Trustees may fix a record date in lieu of closing the transfer books.
The Voting. Trustees shall serve without compensation, but shall have the right to incur and pay such reasonable expenses and charges and to employ such agents, accountants, attorneys and counsels he (or she, as the case may be) may deem necessary and proper for carrying this Restated Voting Agreement into effect, and the beneficial owners of the shares held by the Voting Trustees shall promptly, upon request, reimburse the Voting Trustee (pro rata in direct ratio to the number of New Class B Shares assigned to the Voting Trustees) for any such expenses and charges. Nothing in this Restated Voting Agreement contained shall disqualify a Voting Trustee or incapacitate a Voting Trustee or his successor or either of them from serving SPG or any of its subsidiaries as officer or director or in any other capacity, and in any such capacity receiving compensation.
The Voting. Trust Certificates shall be in a form approved by the Voting Trustee and shall be signed by the Voting Trustee. The Voting Trust Certificates may be transferred by the Voting Trustees in accordance with rules established for that purpose by the Voting Trustee and in accordance with the Agreement.