Common use of Ability to Set Aside Vote Clause in Contracts

Ability to Set Aside Vote. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach by Sherritt of Section 3.3, if applicable, if Sherritt chooses to vote its Units in respect of the election of Trustees or the approval of Directors and any such breach would cause the Trust, New Fording or a party to another Governance Agreement irreparable harm. Accordingly, the Parties agree that, as the sole remedy hereunder, in the event that Sherritt proposes to vote or votes its Units in respect of the election of Trustees or approval of Directors in a manner that would breach or breaches Section 3.3, as the case may be, the Trust or New Fording, as the case may be, will be entitled to equitable relief, including injunctive relief or, a declaration as to its right to disregard the votes cast by Sherritt in respect of the election of Trustees or the approval of Directors in determining which Trustees were elected and which Directors were approved, or the right to set aside the entire vote if it is reasonable to do so under the circumstances. For greater certainty, such relief cannot be contrary to the provisions of Section 3.4 and cannot obligate Sherritt to vote in any manner for Trustees or Directors or remove its right to vote either in accordance with this Agreement in the future or on any other matters on which it is entitled to vote.

Ability to Set Aside Vote. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach by Sherritt Teck Cominco of Section 3.3, if applicable, if Sherritt Teck Cominco chooses to vote its Units in respect of the election of Trustees or the approval of Directors and any such breach would cause the Trust, New Fording ULC or a party to another Governance Agreement irreparable harm. Accordingly, the Parties agree that, that as the sole remedy hereunder, in the event that Sherritt Teck Cominco proposes to vote or votes its Units in respect of the election of Trustees or approval of Directors in a manner that would breach or breaches Section 3.3, as the case may be, the Trust or New FordingFording ULC, as the case may be, will be entitled to equitable relief, including injunctive relief or, a declaration as to its right to disregard the votes cast by Sherritt Teck Cominco in respect of the election of Trustees or the approval of Directors in determining which Trustees were elected and which Directors were approved, or the right to set aside the entire vote if it is reasonable to do so under the circumstances. For greater certainty, such relief cannot be contrary to the provisions of Section 3.4 and cannot obligate Sherritt Teck Cominco to vote in any manner for Trustees or Directors or remove its right to vote either in accordance with this Agreement in the future or on any other matters on which it is entitled to vote.

Ability to Set Aside Vote. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach by Sherritt OTPP of Section 3.3, if applicable, if Sherritt OTPP chooses to vote its Units in respect of the election of Trustees or the approval of Directors and any such breach would cause the Trust, New Fording ULC or a party to another Governance Agreement irreparable harm. Accordingly, the Parties agree that, as the sole remedy hereunder, in the event that Sherritt OTPP proposes to vote or votes its Units in respect of the election of Trustees or approval of Directors in a manner that would breach or breaches Section 3.3, as the case may be, the Trust or New FordingFording ULC, as the case may be, will be entitled to equitable relief, including injunctive relief or, a declaration as to its right to disregard the votes cast by Sherritt OTPP in respect of the election of Trustees or the approval of Directors in determining which Trustees were elected and which Directors were approved, or the right to set aside the entire vote if it is reasonable to do so under the circumstances. For greater certainty, such relief cannot be contrary to the provisions of Section 3.4 and cannot obligate Sherritt OTPP to vote in any manner for Trustees or Directors or remove its right to vote either in accordance with this Agreement in the future or on any other matters on which it is entitled to vote.

Ability to Set Aside Vote. The Parties acknowledge and agree that an award of money damages would be inadequate for any breach by Sherritt OTPP of Section 3.3, if applicable, if Sherritt OTPP chooses to vote its Units in respect of the election of Trustees or the approval of Directors and any such breach would cause the Trust, New Fording or a party to another Governance Agreement irreparable harm. Accordingly, the Parties agree that, as the sole remedy hereunder, in the event that Sherritt OTPP proposes to vote or votes its Units in respect of the election of Trustees or approval of Directors in a manner that would breach or breaches Section 3.3, as the case may be, the Trust or New Fording, as the case may be, will be entitled to equitable relief, including injunctive relief or, a declaration as to its right to disregard the votes cast by Sherritt OTPP in respect of the election of Trustees or the approval of Directors in determining which Trustees were elected and which Directors were approved, or the right to set aside the entire vote if it is reasonable to do so under the circumstances. For greater certainty, such relief cannot be contrary to the provisions of Section 3.4 and cannot obligate Sherritt OTPP to vote in any manner for Trustees or Directors or remove its right to vote either in accordance with this Agreement in the future or on any other matters on which it is entitled to vote.