Appointment of Proxy Holders. Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.
Appointment of Proxy Holders. 2.01. Initial Proxy Holder nominees will be chosen by the Shareholder. The initial and successor Proxy Holders shall: (i) be resident citizens of the United States; (ii) have had no prior contractual, financial, or employment relationships with the Affiliates or the Corporation; (iii) certify their willingness to accept their security responsibilities; and (iv) be eligible for the requisite personnel security clearance.5 The appointment of initial and successor Proxy Holders shall not become effective until approved by DSS. 5 The requisite personnel security clearance is an administrative determination that an individual is eligible for access to classified information of a certain category.
2.02. The Shareholder may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in office or as authorized by Section 2.03 below. The Shareholder may remove a Proxy Holder for such acts by an instrument signed by or on behalf of the Shareholder and filed with the Corporation at its principal office in Windber, Pennsylvania. The Shareholder must notify DSS pursuant to Section 15.01 below at least twenty (20) days prior to filing such instrument. Such an instrument of removal shall not be effective until a successor Xxxxx Xxxxxx who is qualified to serve hereunder has accepted appointment. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment.
2.03. With the approval of DSS, the Shareholder may also remove a Proxy Holder for acts in violation of this Agreement, including the inability to protect the legitimate economic interests of the Shareholder pursuant to Section 6.05 below. The Shareholder must petition DSS for permission to remove a Proxy Holder for acts in violation of this Agreement. However, DSS has the right to determine, in its sole discretion, whether to grant such petition.
2.04. A Proxy Holder may at any time resign by submitting to the Corporation at its principal office in Windber, Pennsylvania, a resignation in writing, with notice to the Shareholder and DSS pursuant to Section 15.01 below. Such resignation shall be effective on the date of resignation stated by the Proxy Holder. No formal acceptance of resignation by the Corporation is necessary to make the resignation effective. Upon resignation, a Proxy Holder’s obligations and responsibilities unde...
Appointment of Proxy Holders. 2.01. Initial Proxy Holder nominees will be chosen by the Shareholder. The initial and successor Proxy Holders shall be resident citizens of the United States; have had no prior contractual, financial, or employment relationships with the Affiliates, Shareholder or the Corporation; certify their willingness to accept their security responsibilities; and be eligible for the requisite personnel security clearance.5 The appointment of initial and successor Proxy Holders shall not become effective until approved by DSS.
2.02. Except as authorized by Section 2.03 below, the Shareholder may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in office. The Shareholder may remove a Proxy Holder for such acts by an instrument signed by or on behalf of the Shareholder and filed with the Corporation at its principal office in [city], [state]. The Shareholder must notify DSS 20 days prior to filing such instrument, and notice must be given pursuant to Section 15.01 of this Agreement. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment.
Appointment of Proxy Holders. 4.01. Proxy Holders will be appointed by Leonardo US after reasonable consultation with Leonardo, for terms consistent with the staggered terms described in Section 5.01 below. Proxy Holders must meet the qualification standards required by DCSA, and as described more particularly in Section 5.04 below and, in their capacity as Directors, must meet the qualification standards, or exceptions thereto, of any exchange on which the Shares are listed.7 The appointment of Proxy Holders shall not become effective until approved by DCSA.
4.02. Except as authorized by Section 4.03 below, Leonardo US may not remove a Proxy Holder except for acts of gross negligence or willful misconduct while in office. Leonardo US may remove a Proxy Holder for such acts by an instrument signed by or on behalf of Leonardo US and filed with the Company at its principal office in Arlington, VA. Leonardo US must notify DCSA at least 20 days prior to filing such instrument, and notice must be given pursuant to Section 17.01 of this Agreement. However, if such removal would result in only one remaining Proxy Holder, then such an instrument of removal shall not be effective until a successor Proxy Holder who is qualified to serve hereunder has accepted appointment.
4.03. Only upon reasonable consultation with Leonardo and the approval of DCSA, Leonardo US may also remove a Proxy Holder for acts in violation of this Agreement, including without limitation the inability to protect the legitimate economic interest of Leonardo US pursuant to Section 8.05. Leonardo US must petition DCSA for permission to remove a Proxy Holder for acts in violation of this Agreement. However, DCSA has the right to determine, in its sole discretion, whether such petition should be granted. Leonardo US may communicate to DCSA concerns with the performance of a Proxy Holder unrelated to this Agreement, but DCSA is under no obligation to mediate or resolve any such dispute except as provided herein.
4.04. Any Proxy Holder may at any time resign by submitting to the Company at its principal office in Arlington, VA, a resignation in writing, with notice to Leonardo US and DCSA pursuant to Section 17.01. Such resignation shall be effective on the date of resignation 7 See NISPOM § 2-305. stated by the Proxy Holder. No formal acceptance of resignation by the Company is necessary to make the resignation effective. Upon resignation, a Proxy Holder’s obligations and responsibilities under this Agreement are completed. How...
Appointment of Proxy Holders. Initial Proxy Holder nominees will be chosen by the Shareholder. The initial and successor Proxy Holders shall: (i) be resident citizens of the United States; (ii) have had no prior contractual, financial, or employment relationships with the Affiliates or the Corporation; (iii) certify their willingness to accept their security responsibilities; and (iv) be eligible for the requisite personnel security clearance.5 The appointment of initial and successor Proxy Holders shall not become effective until approved by DSS.
