Voting With Respect to Related Entity Transactions Clause Samples

The "Voting With Respect to Related Entity Transactions" clause governs how votes are cast or counted when a transaction involves entities that are related to one or more parties in the agreement. Typically, this clause restricts or excludes the voting rights of parties who have a conflict of interest due to their relationship with the related entity, such as shareholders or directors who stand to benefit from the transaction. For example, if a company is considering a contract with a business owned by one of its directors, that director may be prohibited from voting on the approval of the contract. The core function of this clause is to prevent conflicts of interest and ensure that decisions regarding related entity transactions are made impartially and in the best interest of the broader group or organization.
Voting With Respect to Related Entity Transactions. (a) Notwithstanding anything to the contrary in this Shareholders’ Agreement, no action shall be taken by the Company with respect to the Company’s entry into, termination, exercise, amendment, modification, variation, waiver, compromise, assertion, or enforcement of any material claim, right, term, or obligation under, or with respect to any Related Entity Transaction (other than: (i) in connection with the undertakings set out in Section 7(e)(ii) (Material Expansions of the Project); (ii) in connection with any claim or potential claim concerning a matter which is the subject of the releases and indemnities in Section 6.3(b) (Contribution of Development Costs); and (iii) in respect of a Related Entity Transaction for which both Founding Shareholders are Related Shareholders), without the approval of the Board in accordance with this Section 8.7 (a “Related Entity Resolution”). (b) Prior to voting on any Related Entity Resolution, the Directors nominated by the relevant Related Shareholder shall identify themselves to the other Directors. If a Related Entity Resolution is not approved by the Board pursuant to the initial vote of the Board in accordance with Section 8.6 (Board Action in General), then after a period of at least fourteen (14) days from such initial vote, the Directors nominated by the Founding Shareholder that is not the Related Shareholder may convene a further Board meeting to resolve such matter. The Directors nominated by the relevant Related Shareholder may attend such further Board meeting but shall not be entitled to vote on the Related Entity Resolution. However, the unanimous vote of the Directors entitled to vote on such matter shall be required for the Related Entity Resolution to be approved and, notwithstanding Sections 8.3(a) (Quorum, Telephonic Meetings) and 8.6 (Board Action in General), the participation in person or by Proxy of each of the Directors nominated by each Shareholder other than the Related Shareholder shall constitute a quorum for any vote with respect to such action.
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Voting With Respect to Related Entity Transactions. (a) Notwithstanding anything to the contrary in this Shareholders’ Agreement, no action shall be taken by the Company with respect to the Company’s entry into, termination, exercise, amendment, consent to a transfer (including assignment or novation), modification, variation, waiver, compromise, assertion, or enforcement of any material claim, right, term, or obligation under, or with respect to any Related Entity Transaction, other than: (i) in connection with the undertakings set out in Section 7(e)(ii) (Material Expansions of the Project); (ii) in connection with any claim or potential claim concerning a matter which is the subject of the releases and indemnities in Section 22.3(c) (Limitations on Liability); and (iii) in respect of a Related Entity Transaction for which both Founding Shareholders are Related Shareholders, without the approval of the Board in accordance with this Section 8.8 (a “Related Entity Resolution”). [***]
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Voting With Respect to Related Entity Transactions. A Shareholder who enters into, or proposes to enter into, a transaction or agreement with the Company, or whose Related Person(s) enters into, or proposes to enter into, a transaction or agreement with the Company, shall be a “Related Shareholder” for the purposes of this Shareholders’ Agreement.
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Related to Voting With Respect to Related Entity Transactions

  • Amendments, Etc. With Respect to the Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

  • Penalty With Respect to Securities Repurchased by the Manager If pursuant to the provisions of Section 5.1 hereof and prior to the termination of the Manager’s authority to cover any short position incurred under the applicable AAU or such other date as the Manager may specify in a Wire, either: (a) the Manager purchases or contracts to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, you for direct sale or any Securities sold pursuant to Section 3.4 hereof for which you received a portion of the Selling Concession set forth in the applicable AAU, or any Securities which may have been issued on transfer or in exchange for such Securities, and which Securities were therefore not effectively placed for investment, or (b) if the Manager has advised you by Wire that trading in the Securities will be reported to the Manager pursuant to the “Initial Public Offering Tracking System” of The Depository Trust Company (“DTC”) and the Manager determines, based on notices from DTC, that your customers sold a number or amount of Securities during any day that exceeds the number or amount previously notified to you by Wire, then you authorize the Manager either to charge your account with an amount equal to such portion of the Selling Concession set forth in the applicable AAU received by you with respect to such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, or to require you to repurchase such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, at a price equal to the total cost of such purchase, including transfer taxes, accrued interest, dividends, and commissions, if any.

  • Certain Requirements in Respect of Combination, etc USCo shall not complete any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing entity resulting therefrom unless, but may do so if: (a) such other person or continuing entity (herein called the "USCo Successor"), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the USCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of USCo under this Agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Beneficiaries hereunder.

  • Disputes With Respect to Termination Payment If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within ten (10) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article Twelve.

  • Amendments, etc. with respect to the Borrower Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.