POOL COMMITTEE. 11.1 The Pool Committee shall consist of one (1) representative for each Pool Participant, two (2) representatives appointed by the Company and two (2) representatives of the Manager. The two (2) representatives of the Manager shall not have the right to vote. 11.2 Each Pool Participant shall have a number of votes corresponding to the number of Pool Vessels that have been delivered to the Pool by such Pool Participant. Where termination notice has been given in respect of a Pool Vessel, the relevant Pool Participant shall cease to have a vote on the Pool Committee in respect of such Pool Vessel. 11.3 Each Pool Participant shall nominate a representative to represent it in the Pool Committee. If a member of the Pool Committee is a representative of a Pool Participant who no longer has a Pool Vessel trading and operating in the Pool, such member shall automatically cease to be a member of the Pool Committee. 11.4 The Pool Committee shall have the authority to make decisions in respect of the following matters as well as in respect of other matters put before by the Company in respect of the Pool: (a) approval of the basis for the calculation of Total Costs; (b) requirements for further contributions to the working capital of the Company in accordance with Clause 10.2; 11.5 The Pool Committee shall meet at least once a year. The Pool Committee meetings can take place by teleconference, video conference and/or by physical meetings. Representatives to the Pool Committee shall be entitled to participate through proxies. 11.6 Decisions requiring the approval of the Pool Committee may be taken at a meeting of the Pool Committee, in which case, they shall be taken on the basis of a simple majority of votes casted (excluding abstentions or absences). Alternatively, any decision requiring the approval of the Pool Committee (including without limitation the approval of the Annual Calculation Reviews) may be taken without the requirement for a meeting, if approval of the relevant proposal, document or other item, as applicable, submitted in writing by the Company to each member of the Pool Committee (the “Written Submission”) is given to the Company in writing by voting members of the Pool Committee representing in total a simple majority of votes casted (including the Company’s vote but excluding non-responses), such approval to be provided within a maximum period of ten (10) Business Days after the date of the Written Submission.
Appears in 2 contracts
Samples: Pool Agreement (Toro Corp.), Pool Agreement (Toro Corp.)
POOL COMMITTEE. 11.1 The During the Pool Committee shall consist of one Term a Pool committee (1the “Pool Committee”) representative for each Pool Participant, two (2) representatives appointed may be established by the Company Board of Directors of PPMH, in its sole and absolute discretion, and be comprised of not less than two (2) representatives independent and non-Pooled Shareholder directors and/or officers of the ManagerPPMH. The two (2) representatives of the Manager shall not have the right to vote.
11.2 Each Pool Participant shall have a number of votes corresponding to the number of Pool Vessels that have been delivered to the Pool by such Pool Participant. Where termination notice has been given in respect of a Pool Vessel, the relevant Pool Participant shall cease to have a vote on the Pool Committee in respect of such Pool Vessel.
11.3 Each Pool Participant shall nominate a representative to represent it in the Pool Committee. If a member of the Pool Committee is a representative of a Pool Participant who no longer has a Pool Vessel trading and operating in the Pool, such member shall automatically cease to be a member of the Pool Committee.
11.4 The Pool Committee shall have the authority to make decisions in respect any one or more of the following matters powers and procedures as well as in respect of other matters put before may determined by the Company Board of Directors, from time to time, in respect of the Pool: its sole and absolute discretion:
(a) approval the Pool Committee shall always be comprised of the basis for the calculation not less than two independent and non-Pooled Shareholder directors and/or officers of Total CostsPPMH; (b) requirements for further contributions the Pool Committee may have the full power, in its sole and absolute discretion, to direct the working capital Pooling Trustee in all matters and to make determinations regarding issues of the Company Pool, and the Pooling Trustee shall accept all Pool Committee instructions; which instructions shall always be unanimous and signed by all Pool Committee members. However, and subject to paragraph “(c)” immediately hereinbelow, Pool Committee members may not effect any amendment to this Agreement without the prior approval of the Pooled Shareholder received in accordance with Clause 10.2;
11.5 The section “2.6” hereinbelow; (c) notwithstanding section “2.6” hereinbelow, the Pool Committee shall meet at least once a year. The may have the full power to determine, in its sole and absolute discretion, to accelerate any release of Pooled Shares if in its judgment the development of PPMH is such that such release is justified, subject to the Pooled Shareholder hereto not objecting within ten calendar days of notice by the Pool Committee meetings can take place of such intention, and the Pool Committee may, and shall, if requested by teleconferencethe Board of Directors of PPMH, video conference and/or have the full power to determine, in its sole and absolute discretion, to delay any release of Pooled Shares for up to one calendar year if such would be required for the economic necessities of PPMH or if such is requested by physical meetings. Representatives a financier of PPMH as a condition of providing material financing to PPMH, subject again to the Pooled Shareholder hereto not objecting within ten calendar days of notice by the Pool Committee of such intention; and each of the above determinations by the Pool Committee shall not be entitled deemed to participate through proxies.
11.6 Decisions requiring be amendments to the approval terms and conditions of this Agreement for the Pool Committee may be taken at a meeting purposes of section “2.6” hereinbelow; and (d) any matters of uncertainty of the Pool Committee, in which case, they ’s powers or conducts shall be taken on the basis of a simple majority of votes casted (excluding abstentions or absences). Alternatively, any decision requiring the approval of the Pool Committee (including without limitation the approval of the Annual Calculation Reviews) may be taken without the requirement for a meeting, if approval of the relevant proposal, document or other item, as applicable, submitted determined by arbitration in writing by the Company to each member of the Pool Committee (the accordance with Article “Written Submission”) is given to the Company in writing by voting members of the Pool Committee representing in total a simple majority of votes casted (including the Company’s vote but excluding non-responses), such approval to be provided within a maximum period of ten (10) Business Days after the date of the Written Submission7” hereinbelow.
Appears in 2 contracts
Samples: Pooling Agreement (Pure Play Media Holdings, Inc.), Pooling Agreement (Pure Play Media Holdings, Inc.)
POOL COMMITTEE. 11.1 The During the Pool Committee shall consist of one Term a Pool committee (1the “Pool Committee”) representative for each Pool Participant, two (2) representatives appointed may be established by the Company Board of Directors of PPMH, in its sole and absolute discretion, and be comprised of not less than two (2) representatives independent and non-Pooled Shareholder directors and/or officers of the ManagerPPMH. The two (2) representatives of the Manager shall not have the right to vote.
11.2 Each Pool Participant shall have a number of votes corresponding to the number of Pool Vessels that have been delivered to the Pool by such Pool Participant. Where termination notice has been given in respect of a Pool Vessel, the relevant Pool Participant shall cease to have a vote on the Pool Committee in respect of such Pool Vessel.
11.3 Each Pool Participant shall nominate a representative to represent it in the Pool Committee. If a member of the Pool Committee is a representative of a Pool Participant who no longer has a Pool Vessel trading and operating in the Pool, such member shall automatically cease to be a member of the Pool Committee.
11.4 The Pool Committee shall have the authority to make decisions in respect any one or more of the following matters powers and procedures as well as in respect of other matters put before may determined by the Company Board of Directors, from time to time, in respect of the Pool: its sole and absolute discretion:
(a) approval the Pool Committee shall always be comprised of the basis for the calculation not less than one independent and non-Pooled Shareholder director and/or officer of Total CostsPPMH; (b) requirements for further contributions the Pool Committee may have the full power, in its sole and absolute discretion, to direct the working capital Pooling Trustee in all matters and to make determinations regarding issues of the Company Pool, and the Pooling Trustee shall accept all Pool Committee instructions; which instructions shall always be unanimous and signed by all Pool Committee members. However, and subject to paragraph “(c)” immediately hereinbelow, Pool Committee members may not effect any amendment to this Agreement without the prior approval of the Pooled Shareholders received in accordance with Clause 10.2;
11.5 The section “2.6” hereinbelow; (c) notwithstanding section “2.6” hereinbelow, the Pool Committee shall meet at least once a year. The may have the full power to determine, in its sole and absolute discretion, to accelerate any release of Pooled Shares if in its judgment the development of PPMH is such that such release is justified, subject to each of the Pooled Shareholders hereto not objecting within ten calendar days of notice by the Pool Committee meetings can take place of such intention, and the Pool Committee may, and shall, if requested by teleconferencethe Board of Directors of PPMH, video conference and/or have the full power to determine, in its sole and absolute discretion, to delay any release of Pooled Shares for up to one calendar year if such would be required for the economic necessities of PPMH or if such is requested by physical meetings. Representatives a financier of PPMH as a condition of providing material financing to PPMH, subject again to each of the Pooled Shareholders hereto not objecting within ten calendar days of notice by the Pool Committee of such intention; and each of the above determinations by the Pool Committee shall not be entitled deemed to participate through proxies.
11.6 Decisions requiring be amendments to the approval terms and conditions of this Agreement for the Pool Committee may be taken at a meeting purposes of section “2.6” hereinbelow; and (d) any matters of uncertainty of the Pool Committee, in which case, they ’s powers or conducts shall be taken on the basis of a simple majority of votes casted (excluding abstentions or absences). Alternatively, any decision requiring the approval of the Pool Committee (including without limitation the approval of the Annual Calculation Reviews) may be taken without the requirement for a meeting, if approval of the relevant proposal, document or other item, as applicable, submitted determined by arbitration in writing by the Company to each member of the Pool Committee (the accordance with Article “Written Submission”) is given to the Company in writing by voting members of the Pool Committee representing in total a simple majority of votes casted (including the Company’s vote but excluding non-responses), such approval to be provided within a maximum period of ten (10) Business Days after the date of the Written Submission7” hereinbelow.
Appears in 1 contract
Samples: Voluntary Pooling Agreement (Pure Play Media Holdings, Inc.)
POOL COMMITTEE. 11.1 The During the Pool Committee shall consist of one Term a Pool committee (1the “Pool Committee”) representative for each Pool Participant, two (2) representatives appointed may be established by the Company Board of Directors of PPMH, in its sole and absolute discretion, and be comprised of not less than two (2) representatives independent and non-Pooled Shareholder directors and/or officers of the ManagerPPMH. The two (2) representatives of the Manager shall not have the right to vote.
11.2 Each Pool Participant shall have a number of votes corresponding to the number of Pool Vessels that have been delivered to the Pool by such Pool Participant. Where termination notice has been given in respect of a Pool Vessel, the relevant Pool Participant shall cease to have a vote on the Pool Committee in respect of such Pool Vessel.
11.3 Each Pool Participant shall nominate a representative to represent it in the Pool Committee. If a member of the Pool Committee is a representative of a Pool Participant who no longer has a Pool Vessel trading and operating in the Pool, such member shall automatically cease to be a member of the Pool Committee.
11.4 The Pool Committee shall have the authority to make decisions in respect any one or more of the following matters powers and procedures as well as in respect of other matters put before may determined by the Company Board of Directors, from time to time, in respect of the Pool: its sole and absolute discretion:
(a) approval the Pool Committee shall always be comprised of the basis for the calculation not less than two independent and non-Pooled Shareholder directors and/or officers of Total CostsPPMH; (b) requirements for further contributions the Pool Committee may have the full power, in its sole and absolute discretion, to direct the working capital Pooling Trustee in all matters and to make determinations regarding issues of the Company Pool, and the Pooling Trustee shall accept all Pool Committee instructions; which instructions shall always be unanimous and signed by all Pool Committee members. However, and subject to paragraph “(c)” immediately hereinbelow, Pool Committee members may not effect any amendment to this Agreement without the prior approval of the Pooled Shareholder received in accordance with Clause 10.2;
11.5 The section “2.6” hereinbelow; (c) notwithstanding section “2.6” hereinbelow, the Pool Committee shall meet at least once a year. The may have the full power to determine, in its sole and absolute discretion, to accelerate any release of Pooled Shares if in its judgment the development of PPMH is such that such release is justified, subject to the Pooled Shareholder hereto not objecting within ten calendar days of notice by the Pool Committee meetings can take place of such intention, and the Pool Committee may, and shall, if requested by teleconferencethe Board of Directors of PPMH, video conference and/or have the full power to determine, in its sole and absolute discretion, to delay any release of Pooled Shares for up to one calendar year if such would be required for the economic necessities of PPMH or if such is requested by physical meetings. Representatives a financier of PPMH as a condition of providing -7- material financing to PPMH, subject again to the Pooled Shareholder hereto not objecting within ten calendar days of notice by the Pool Committee of such intention; and each of the above determinations by the Pool Committee shall not be entitled deemed to participate through proxies.
11.6 Decisions requiring be amendments to the approval terms and conditions of this Agreement for the Pool Committee may be taken at a meeting purposes of section “2.6” hereinbelow; and (d) any matters of uncertainty of the Pool Committee, in which case, they ’s powers or conducts shall be taken on the basis of a simple majority of votes casted (excluding abstentions or absences). Alternatively, any decision requiring the approval of the Pool Committee (including without limitation the approval of the Annual Calculation Reviews) may be taken without the requirement for a meeting, if approval of the relevant proposal, document or other item, as applicable, submitted determined by arbitration in writing by the Company to each member of the Pool Committee (the accordance with Article “Written Submission”) is given to the Company in writing by voting members of the Pool Committee representing in total a simple majority of votes casted (including the Company’s vote but excluding non-responses), such approval to be provided within a maximum period of ten (10) Business Days after the date of the Written Submission7” hereinbelow.
Appears in 1 contract
