Voting Representatives. No Voting Representative shall have any liability to any Holder relating to such Voting Representative’s acts or omissions in such capacity, except for liabilities found by a final judgment of a court of competent jurisdiction (not subject to further appeal) to have resulted solely from the willful misconduct of such Voting Representative. By Majority Approval of the Holders included in a Designated Holder Group, the Voting Representative of such Designated Holder Group may be removed and replaced by a successor Voting Representative; provided however, that no change in a Voting Representative shall be effective as against the Company or any Holder or other Voting Representative until the Company and all other Voting Representatives have received written notice thereof, including the name of the successor Voting Representative and its address for purpose of notice under Section 21.6. The Company shall not be responsible for any expenses incurred by any Voting Representative or any Holder included in a Designated Holder Group in connection with the solicitation of any vote, consent or approval by Holders included in a Designated Holder Group.
Appears in 1 contract
Sources: Stockholders Agreement (Panolam Industries International Inc)
Voting Representatives. No Voting Representative shall have any liability to any Holder relating to such Voting Representative’s acts or omissions in such capacity, except for liabilities found by a final judgment of a court of competent jurisdiction (not subject to further appeal) to have resulted solely from the willful misconduct of such Voting Representative. By Majority Approval of the Holders included in a Designated Holder Group, the Voting Representative of such Designated Holder Group may be removed and replaced by a successor Voting Representative; provided however, that no change in a Voting Representative shall be effective as against the Company or any Holder or other Voting Representative until the Company and all other Voting Representatives have received written notice thereof, including the name of the successor Voting Representative and its address for purpose of notice under Section 21.611.5. The Company shall not be responsible for any expenses incurred by any Voting Representative or any Holder included in a Designated Holder Group in connection with the solicitation of any vote, consent or approval by Holders included in a Designated Holder Group.
Appears in 1 contract
Sources: Voting and Corporate Governance Agreement (NACG Holdings Inc.)