Voting Discretion Clause Samples
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Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Voting Trustees shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Voting Trustees pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees shall be free of any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Communication of any nature and by any means from the Shareholder deemed by the Voting Trustees to be an attempt to assert any influence or control precluded by this Agreement, shall be reported immediately by the Voting Trustees to DSS.
7.02. The Shareholder shall have the right, at any time, to forward to the Voting Trustees written suggestions for their consideration, except that no such written suggestions may be made concerning persons to be nominated pursuant to Article V hereof, as successor Voting Trustees. Written notice of each such action shall be immediately provided to DSS; and copies of all such correspondence shall be retained for review by DSS.
7.03. In addition to the general authorities conferred by Section 7.01 above, the Voting Trustees are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to:
a. the election of directors of the Corporation;
b. any increase, reduction or reclassification of the capital stock of the Corporation;
c. any changes or amendments to the Articles of Incorporation or Bylaws of the Corporation7 involving matters other than those necessary pursuant to Section 7.04 below;
d. the sale or disposal of the property, assets or business of the Corporation other than that prohibited in Section 7.03 below;
e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03 below, which any Shareholder might lawfully exercise; and
f. any action with respect to the foregoing, or any other matter affecting the Corporation and not specifically described in Section 7.04 which any Shareholder might lawfully exercise.
7.04. Any action of the Voting Trustees with...
Voting Discretion. Except as otherwise provided herein, until the termination of this Agreement and the actual delivery of stock certificates in exchange for Voting Trust Certificates hereunder, the Voting Trustee shall possess and shall be entitled in his discretion, not subject to any review, to exercise in person or by proxy, in respect of any and all Shares at any time deposited under this Agreement, all rights and powers of every name and nature, including the right to vote thereon or to consent to any and every act of Holdings, in the same manner and to the same extent as if he were the absolute owner of such stock in his own right.
Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Proxy Holders shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Proxy Holders pursuant to this Agreement shall be based on their independent judgment and shall be free from any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Any communication of any nature and by any means from the Shareholder that is deemed by the Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement shall be reported immediately by the Proxy Holders to DSS.
7.02. In addition to the general authorities conferred by Section 7.01 above, the Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to:
a. the election of Directors of the Corporation;
b. any changes or amendments to the Articles of Incorporation or Bylaws of the Corporation7 other than those necessary pursuant to Section 7.04 below, and except as described in Section 7.03 below;
c. the sale, transfer or disposal of the property or assets of the Corporation, except as prohibited in Section 7.03 below;
d. the pledging, mortgaging or encumbering of any assets of the Corporation, which any shareholder might otherwise lawfully exercise, except as described in Section 7.03 below;
e. except as prohibited in Section 7.03 below, * * *; 7 The Bylaws and Articles of Incorporation of the Corporation shall be reviewed by DSS at the time of establishment of this Agreement and at least annually thereafter.
f. g. * * *;
Voting Discretion. 9.01. Except as otherwise provided in this Agreement, the Proxy Holders shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to the ▇▇▇▇▇▇▇▇ US Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Company in the same manner and to the same extent as if they were the absolute owners of such ▇▇▇▇▇▇▇▇ US Shares in their own right. All decisions and actions by the Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Proxy Holders shall be free of any control or influence from ▇▇▇▇▇▇▇▇ US and the Affiliated Group in any manner whatsoever except as specifically permitted in this Agreement. Communication of any nature and by any means from ▇▇▇▇▇▇▇▇ US or any of the Affiliated Group deemed by the Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement shall be reported immediately by the Proxy Holders to DCSA.
9.02. In addition to the general authorities conferred by Section 9.01 above and consistent with Section 8.05, the Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion with respect to the ▇▇▇▇▇▇▇▇ US Shares to vote for or consent to:
a. In accordance with Section 5.01, the election of Non-Proxy Holder Directors and Non-Proxy Holder Director Nominees or the removal of such Directors subject to consultation with ▇▇▇▇▇▇▇▇ US.
b. any changes or amendments to the Company’s Certificate of Incorporation or Bylaws11 involving matters other than those necessary pursuant to Section in 9.04 below;
c. the sale or disposal of the property, assets or business of the Company other than that prohibited in Section 9.03 below;
d. the incurrence of debt or any pledge, mortgage or encumbrance of any assets of the Company other than that prohibited by Section 9.03 below;
e. any action with respect to the foregoing, or any other matter affecting the Company and not specifically described in Section 9.03 that ▇▇▇▇▇▇▇▇ US might lawfully exercise.
9.03. The Proxy Holders are not authorized to take any of the following actions without the express written approval of ▇▇▇▇▇▇▇▇ US or as required under applicable agreements and policies:
a. other than in the ordinary course of business with vendors, customers and suppliers, (i) the sale or other disposition, however structured (including by way of a merger), of any of the subsidiaries,...
Voting Discretion. Except as otherwise provided herein, the Voting Trustee shall possess and shall be entitled to exercise in its sole and absolute discretion, with respect to any and all of the Trust Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of Iomai in the same manner and to the same extent as if the Voting Trustee were the absolute owner of such Trust Shares in its own right. All decisions and actions by the Voting Trustee pursuant to the Voting Trust Provisions shall be based on its independent judgment. All decisions and actions by the Voting Trustee shall be free of any control or influence from WRAIR or Iomai in any manner whatsoever except as may be specifically permitted by the provisions of this Agreement.