Voting and Management Clause Samples
Voting and Management. Initial Members. The initial Members are those identified in Exhibit 1. Classification of Membership Interests. The Company shall issue Class A Voting Capital (“Voting Capital”) to the voting Members (“the Voting Members’). The Voting Members have the right to vote in proportion to their respective Percentage Voting Interest (“PVI”). The PVI shall be calculated by dividing the individual Member’s Voting Capital by the total Voting Capital. The Company may issue Class B, Nonvoting Capital (“Nonvoting Capital”) to the Members who have no right to vote on any matters. The membership interests and class are included in Exhibit 1.
Voting and Management. 14 SECTION 5.1 Class A Member Voting Rights...........................14 SECTION 5.2 Class B Member Voting Rights...........................14 SECTION 5.3 Management of the Company..............................15 SECTION 5.4 Acts of the Directors, Management Procedures and Delegation.........................................15 SECTION 5.5 Compensation of the Directors..........................16 SECTION 5.6 Books and Records; Accounting..........................16 SECTION 5.7 Reliance by Third Parties; Officers....................16 SECTION 5.8 Expenses...............................................16 SECTION 5.9 Company Tax and Information Returns....................17 ARTICLE VI
Voting and Management. During the Option Period:
(a) the Optionee will be entitled:
(i) to vote the shares of Chorti Aruba that are held by Trustco, and
(ii) to have two nominees to the board of directors of each of Chorti Aruba and Chorti;
(b) the Optionor will be entitled to have one nominee to the board of directors of each of Chorti Aruba and Chorti, and to appoint from among the directors the chairman of the board of directors;
(c) all decisions of the board of directors of each of Chorti Aruba and Chorti will be made by simple majority;
(d) each Party will vote the shares of Chorti Aruba, and otherwise take all such steps as may reasonably be within its power (including to cause its respective nominees as directors or officers of Chorti Aruba or Chorti to so comply):
(i) cause Chorti Aruba and Chorti to comply with and act in the manner contemplated by the provisions of this Agreement, and
(ii) implement to its full extent the provisions of this Agreement;
(e) each Party will refrain from voting and from taking any other action as a shareholder of Chorti Aruba (and will cause Chorti Aruba as the sole shareholder of Chorti and its representatives appointed as directors or officers of Offshore or Chorti to so refrain) in favour of or which would have any of the following consequences or effects:
(i) a fundamental change in Chorti Aruba or Chorti;
(ii) the undertaking by Chorti Aruba or Chorti of business activity unrelated or not reasonably ancillary to the exploration and development of one or more of the Concession Areas or, in the case of Chorti Aruba, to the holding of shares in Chorti;
(iii) except in the ordinary course of business, the borrowing of funds by Chorti Aruba or Chorti other than as contemplated herein or from each other, or the encumbrance of any assets of any of them;
(iv) the making of any loan or granting of any guarantee by Chorti Aruba or Chorti other than to each other;
(v) the amendment, discharge, modification, release, surrender or termination, whether by execution and delivery of a written instrument or by failure to perform conditions precedent or obligations, of any of the agreements or other documents under which a Concession Area or any portion thereof is held, or the surrender of any part of the Concession Areas other than in accordance with this Agreement;
(vi) the settlement of any legal action, suit, claim, cause of action, arbitration or other dispute resolution proceeding involving payments, commitments or obligations of Chorti Aruba or...
Voting and Management