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 respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect. The Voting Trustees are not authorized to take any of the following actions without the express written approval of the Shareholder. a. the sale or disposal, in any manner, of capital assets or business of the Corporation;
Appears in 1 contract
Sources: Voting Trust Agreement
Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Voting Trustees 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 the 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 Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees Proxy Holders shall be free of any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this the Agreement. Communication of any nature and by any means from the Shareholder deemed by the Voting Trustees Proxy Holders to be an attempt to assert any influence or control precluded by this the Agreement, shall be reported immediately by the Voting Trustees Proxy Holders 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 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 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 7.03 which any Shareholder might lawfully exercise.
7.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect7.03. The Voting Trustees Proxy Holders are not authorized to take any of the following actions without the express written approval of the Shareholder.
a. the sale or disposal, in any manner, of capital assets or business of the Corporation;
b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements;
c. any merger, consolidation, reorganization or dissolution of the Corporation; or
d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
Appears in 1 contract
Sources: Proxy Agreement
Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Voting Trustees 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 the Agreement, the right to vote the same or to consent to any and every act of the Cleared 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 Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees Proxy Holders shall be free of any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this the Agreement. Communication of any nature and by any means from the Shareholder deemed by the Voting Trustees Proxy Holders to be an attempt to assert any influence or control precluded by this the Agreement, shall be reported immediately by the Voting Trustees Proxy Holders 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 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 Cleared Corporation;
b. any increase, reduction or reclassification of the capital stock of the Cleared Corporation;
c. any changes or amendments to the Articles of Incorporation or Bylaws of the Corporation7 Cleared Corporation6 involving matters other than those necessary pursuant to Section 7.04 below;; The Bylaws and Articles of Incorporation of the Cleared Corporation shall be reviewed by DDS at the time of establishment of this Agreement and at least annually thereafter.
d. the sale or disposal of the property, assets or business of the Cleared Corporation other than that prohibited in Section 7.03 below;
e. the pledging, mortgaging or encumbering of any assets of the Cleared 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 Cleared Corporation and not specifically described in Section 7.04 7.03 which any Shareholder might lawfully exercise.
7.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect7.03. The Voting Trustees Proxy Holders are not authorized to take any of the following actions without the express written approval of the Shareholder.:
a. the sale or disposal, in any manner, of capital assets or business of the Cleared Corporation where an individual sale or disposition exceeds 25% of the assets of the Cleared Corporation or where sales or dispositions in the aggregate exceeds 45% of the assets of the Cleared Corporation;
b. the pledging, mortgaging or encumbering of the assets of the Cleared Corporation for purposes other than obtaining working capital or funds for capital improvements;
c. any merger, consolidation, reorganization or dissolution of the Cleared Corporation; or
d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
7.04. The Proxy Holders agree that they shall, upon written request by the Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. The Proxy Holders shall consult with the Shareholder concerning such action so that the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable United States laws and regulations. Any action of the Proxy Holders with respect to the matters specified in Section 7.03 which is taken without the approval of the Shareholder shall be void and shall have no effect.
7.05. Anything in this Agreement to the contrary notwithstanding, the Proxy Holders may, upon the petition of the Shareholder, authorize the sale of all or substantially all of the assets of the Cleared Corporation or any division thereof to a person(s) who is (are) a citizen(s) of the United States or a non-foreign owned or controlled entity.
Appears in 1 contract
Sources: Proxy Agreement (Verint Systems Inc)
Voting Discretion. 7.01. Except as otherwise provided in Subject to the terms of this Agreement, the Voting Trustees 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 Company 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 Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees Proxy Holders shall be free of from any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Communication Any communication of any nature and by any means from the Shareholder deemed by the Voting Trustees Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement, Agreement shall be reported immediately by the Voting Trustees Proxy Holders to DSSDCSA.
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 Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion discretion, with respect to any and all of the Shares Shares, to vote for or consent to:
a. the election of directors of the CorporationCompany;
b. any increase, reduction or reclassification of the capital stock of the CorporationCompany;
c. any changes or amendments to the Articles of Incorporation or Bylaws of the Corporation7 involving matters Company other than those necessary pursuant to Section 7.04 below. The Bylaws and Articles of Incorporation of the Company shall be reviewed by DCSA at the time of establishment of this Agreement and at least annually thereafter;
d. the sale or disposal of the property, assets or business of the Corporation Company other than that prohibited in Section 7.03 below;
e. the pledging, mortgaging or encumbering of any assets of the CorporationCompany, except as described in Section 7.03 below, which any Shareholder shareholder might otherwise lawfully exercise; andor
f. any action with respect to the foregoing, or any other matter affecting the Corporation Company and not specifically described in Section 7.04 7.03 below which any Shareholder shareholder might otherwise lawfully exercise.
7.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect7.03. The Voting Trustees Proxy Holders are not authorized to take any of the following actions without the express written approval of the Shareholder.:
a. the sale or disposal, in any manner, of capital assets or business of the CorporationCompany;
b. the pledging, mortgaging or encumbering of the assets of the Company for purposes other than obtaining working capital or funds for capital improvements;
c. any merger, consolidation, reorganization or dissolution of the Company; or
d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
7.04. The Proxy Holders agree that they shall, upon written request by the Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03 above. The Proxy Holders shall consult with the Shareholder concerning such actions, so that the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable United States laws and regulations. Any action by the Proxy Holders with respect to the matters specified in Section 7.03 that is taken without the approval of the Shareholder shall be void and without effect.
Appears in 1 contract
Sources: Proxy Agreement
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 respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect. The Voting Trustees are not authorized to take any of the following actions without the express written approval of the Shareholder.
a. the sale or disposal, in any manner, of capital assets or business of the Corporation;
b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements;
c. the pledging, mortgaging or other encumbrances on the capital stock that they hold in trust;
d. any merger, consolidation, reorganization or dissolution of the Corporation; or
e. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
7.05. The Voting Trustees agree that they shall, upon written request by the Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in paragraphs 7.04(d) and 704(e). The Trustees shall consult with the Shareholder concerning such action so that the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable United States laws and regulations.
7.06. Anything in this Agreement to the contrary notwithstanding, the Voting Trustees may, upon the petition of Shareholder, authorize the sale of all or substantially all of the assets of the Corporation or any division thereof to a person (being a U.S. citizen) or non-foreign owned or controlled entity domiciled in the United States.
Appears in 1 contract
Sources: Voting Trust Agreement
Voting Discretion. 7.016.1. Except as otherwise provided in this the Agreement, the Voting Trustees Trustee shall possess and shall be entitled to exercise in their his sole and absolute discretion, with respect to any and all of the Shares at any time covered by this the 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 the Voting Trustee were the absolute owners owner of such Shares in their his own right. All decisions and actions by the Voting Trustees Trustee pursuant to this the Agreement shall be based on their his independent judgment. All decisions and actions by the Voting Trustees Trustee shall be free of any control or influence from the Shareholder Sunbase in any manner whatsoever except as specifically permitted in this the 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.
7.036.2. In addition to the general authorities conferred by Section 7.01 6.1 above, and unless such actions would conflict with the relevant provisions of the California Corporations Code or this Agreement, the Voting Trustees are Trustee is specifically authorized in the exercise of their his 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 in or to the Articles of Incorporation or Bylaws of the Corporation7 Corporation involving matters other than those necessary pursuant to Section 7.04 6.3 below;
d. the sale or disposal of the property, assets or business of the Corporation other than that prohibited in Section 7.03 6.3 below;
e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03 6.3 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 6.3 below, which any Shareholder Sunbase might lawfully exercise.
7.046.3. Any action of Anything in this Agreement to the contrary notwithstanding, the Voting Trustees with respect to the matters specified in this paragraph 7.04 which Trustee is taken without the approval of the Shareholder shall be void and shall have no effect. The Voting Trustees are not authorized to take any of the following actions without the express written approval of the Shareholder.Sunbase:
a. the sale or disposal, in any manner, of capital assets or business of the Corporation where an individual sale or disposition exceeds 25% of the assets of the Corporation or where sales or dispositions in the aggregate exceed 45% of the assets of the Corporation;
b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital;
c. any merger, consolidation, reorganization or dissolution of the Corporation; or
d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
6.4. The Voting Trustee agrees that he shall, upon written request by Sunbase, take such action or actions as are necessary to recommend, authorize or approve any of the actions specified in Section 6.3. The Voting Trustee shall consult with Sunbase concerning such action so that Sunbase may have sufficient information to ensure that all such actions will be taken in accordance with applicable United States laws and regulations. Any action of the Voting Trustee with respect to the matters specified in Section 6.3 which is taken without the approval of Sunbase shall be void and shall have no effect.
Appears in 1 contract
Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Voting Trustees 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 Voting Trustees Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees Proxy Holders shall be free of any control or influence from the Shareholder NNI in any manner whatsoever except as specifically permitted in this Agreement. Communication Any communication of any nature nature, and by any means means, from the Shareholder NNI deemed by the Voting Trustees Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement, Agreement shall be reported immediately by the Voting Trustees Proxy Holders 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 7.01. above, the Voting Trustees 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 increase, reduction or reclassification of the capital stock of the Corporation;
c. any changes or amendments to the Articles of Incorporation or Bylaws bylaws of the Corporation7 involving matters other than those necessary pursuant to Section 7.04 7.04. below;
d. the sale or disposal disposition of the property, assets or business of the Corporation other than that prohibited in Section 7.03 7.03. below;
e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03 7.03. below, which any Shareholder NNI might lawfully exercise; andor
f. any action with respect to the foregoing, foregoing or any other matter affecting the Corporation and not specifically described in Section 7.04 7.03. below which any Shareholder NNI might lawfully exercise.
7.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect7.03. The Voting Trustees are Proxy Holders shall not be authorized to take any of the following actions without the express written approval of the Shareholder.NNI:
a. the sale or disposal, in any manner, of capital assets or business of the Corporation;
b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements;
c. any merger, consolidation, reorganization or dissolution of the Corporation; or
d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
7.04. The Proxy Holders agree that they shall, upon written request by NNI, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. above. The Proxy Holders shall consult with NNI concerning such action so that NNI may have sufficient information to ensure that all such actions will be taken in accordance with applicable U.S. laws and regulations. Any action by the Proxy Holders with respect to the matters specified in Section 7.03. above which is taken without the approval of NNI shall be void and shall have no effect.
Appears in 1 contract
Voting Discretion. 7.017.1. Except as otherwise provided in Subject to the terms of this Agreement, the Voting Trustees 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 Company 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 Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees Proxy Holders shall be free of any control or influence from ▇▇▇▇▇▇▇▇ US and the Shareholder Affiliates 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 Shareholder Affiliated Group deemed by the Voting Trustees Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement, Agreement shall be reported immediately by the Voting Trustees Proxy Holders to DSSDCSA.
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.
7.037.2. In addition to the general authorities conferred by Section 7.01 7.1 above, the Voting Trustees Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares Shares, to vote for or consent to:
a. In accordance with Section 3.1, the election of directors of the CorporationCompany;
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 Company other than those necessary pursuant to Section 7.04 7.4 below. The Bylaws and Articles of Incorporation of the Company shall be reviewed by DCSA at the time of establishment of this Agreement and at least annually thereafter;
d. c. the sale or disposal of the property, assets assets, or business of the Corporation Company other than that prohibited in Section 7.03 7.3 below;
e. d. the incurrence of debt or any pledging, mortgaging mortgaging, or encumbering of any assets of the Corporation, Company except as described in Section 7.03 7.3 below, which any Shareholder shareholder might otherwise lawfully exercise; and
f. or e. any action with respect to the foregoing, or any other matter affecting the Corporation Company and not specifically described in Section 7.04 7.3 below which any Shareholder shareholder might lawfully exercise.
7.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect7.3. The Voting Trustees Proxy Holders are not authorized to take any of the following actions without the express written approval of the Shareholder.:
a. other than in the ordinary course of business with vendors, customers and suppliers, (i) the sale or disposalother disposition, in any mannerhowever structured (including by way of a merger), of capital any of the subsidiaries, property, assets or business of the CorporationCompany or its subsidiaries, including, without limitation, the sale, assignment or exclusive license of the Company’s or its subsidiaries’ not defense-related patents, technologies and other intellectual property rights, or (ii) the purchase, however structured (including by way of a merger), of any business, properties, assets, or entities by the Company or its subsidiaries in each case, whether arising under (i) or (ii), in a transaction or series of related transactions where the Company’s investment or proceeds (determined (1) by the enterprise value for an investment that will be consolidated in the Company’s financial statements, (2) by the purchase price for a sale or other disposition or any other investment that will be not consolidated, or (3) by the anticipated royalty stream and other cash proceeds for any license) exceeds two percent (2%) of the Company’s revenues for the immediately preceding year or, in the aggregate for all such purchases or sales in any calendar year, exceeds an amount equal to five percent (5%) of the Company’s revenues for the immediately preceding year;
b. incur debt or pledge, mortgage, lease or otherwise encumber the assets of the Company or its subsidiaries in connection with the incurrence of debt if such incurrence would cause the aggregate outstanding principal amount of all debt of the Company and its subsidiaries to exceed the target leverage ratio (defined as outstanding principal balance of debt for borrowed money net of cash balances, divided by the Company’s key profitability metric (e.g., EBITDA) in each case as set forth in the Company’s then-current operating plan approved by the Company Board, and in each case, excluding current debt incurred for purposes of funding day-to-day working capital requirements in the ordinary course of business;
c. Other than in the normal course of business, the sale, assignment or license or other disposition, of the Company’s or its subsidiaries’ defense-related patents, technologies, and other intellectual property rights;
d. any merger, consolidation, reorganization, or dissolution of the Company or of any subsidiary except as permitted under Section 7.3(a) above and excluding transactions solely among wholly owned subsidiaries of the Company;
e. the filing or making of any petition by the Company or its subsidiaries under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
7.4. The Proxy Holders agree that they shall, upon written request by ▇▇▇▇▇▇▇▇ ▇▇, as required under applicable agreements and policies, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.3 above. The Proxy Holders shall consult with ▇▇▇▇▇▇▇▇ US concerning such action so that ▇▇▇▇▇▇▇▇ US and ▇▇▇▇▇▇▇▇ may have sufficient information, (i) to the extent otherwise permitted to be disclosed by the Company, to enable ▇▇▇▇▇▇▇▇ US and ▇▇▇▇▇▇▇▇ to make fully informed judgements concerning such actions and (ii) to ensure that all such actions will be taken in accordance with applicable law. Any vote of the Proxy Holders with respect to the matters specified in Section 7.3 that is taken without the approval of Leonardo US, as required under applicable agreements and policies, shall be void and shall have no effect.
Appears in 1 contract
Sources: Proxy Agreement (Leonardo DRS, Inc.)
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 DSSDCSA.
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 DSSDCSA; and copies of all such correspondence shall be retained for review by DSSDCSA.
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 respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect. The Voting Trustees are not authorized to take any of the following actions without the express written approval of the Shareholder.
a. the sale or disposal, in any manner, of capital assets or business of the Corporation;
b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements;
c. the pledging, mortgaging or other encumbrances on the capital stock that they hold in trust;
d. any merger, consolidation, reorganization or dissolution of the Corporation; or
e. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
7.05. The Voting Trustees agree that they shall, upon written request by the Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in paragraphs 7.04(d) and 704(e). The Trustees shall consult with the Shareholder concerning such action so that the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable United States laws and regulations.
7.06. Anything in this Agreement to the contrary notwithstanding, the Voting Trustees may, upon the petition of Shareholder, authorize the sale of all or substantially all of the assets of the Corporation or any division thereof to a person (being a U.S. citizen) or non-foreign owned or controlled entity domiciled in the United States.
Appears in 1 contract
Sources: Voting Trust Agreement
Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Voting Trustees 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 the 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 Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Voting Trustees Proxy Holders shall be free of any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this the Agreement. Communication of any nature and by any means from the Shareholder deemed by the Voting Trustees Proxy Holders to be an attempt to assert any influence or control precluded by this the Agreement, shall be reported immediately by the Voting Trustees Proxy Holders 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 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 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 7.03 which any Shareholder might lawfully exercise.
7.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect7.03. The Voting Trustees Proxy Holders are not authorized to take any of the following actions without the express written approval of the Shareholder.
a. the sale or disposal, in any manner, of capital assets or business of the Corporation;
b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements;
c. any merger, consolidation, reorganization or dissolution of the Corporation; or
d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country.
7.04. The Proxy Holders agree that they shall, upon written request by the Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. The Proxy Holders shall consult with the Shareholder concerning such action so that the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable United States laws and regulations. Any action of the Proxy Holders with respect to the matters specified in Section 7.03 which is taken without the approval of the Shareholder shall be void and shall have no effect.
Appears in 1 contract
Sources: Proxy Agreement