Regulated Meetings, Visits and Communications. 11.01. The Parties to the Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Corporation and its subsidiaries and divisions and the Affiliates. a. The Proxy Holders shall schedule a meeting once each year with the Shareholder. Meetings with the Shareholder may be held more frequently than once each year if a majority of the Proxy Holders agree. Representatives of Corporation may attend these meetings if requested by the Proxy Holders. The Proxy Holders may convene a meeting with the Shareholder at any time as long as the agenda is limited to the matters described in Section 7.03 of the Agreement. For any meetings to be attended by Shareholder representatives, a written agenda shall be prepared and submitted to DSS for approval. The meeting shall not be consummated until the Proxy Holders receive the approval of DSS. Classified and controlled unclassified information shall not be disclosed to the Shareholder except as specifically authorized by applicable law or regulation. Suggestions or requests of the Shareholder representatives present at these meetings shall not be binding on the Proxy Holders or the Corporation. Minutes of meetings in which Shareholder representatives are in attendance shall be prepared and retained by the GSC for review by DSS. b. All proposed visits to the Corporation and its subsidiaries by any person who represents the Affiliates (including all of the directors, officers, officers, representatives, and agents of each) and all proposed visits to the Affiliates by any person who represents the Corporation or its subsidiaries (including all directors, officers, employees, representatives, and agents of each) as well as visits between such persons at other locations, must be approved in advance by the Proxy Holder designated to act on such requests. All requests for such approval shall be submitted in writing to the Corporation’s FSO for routing to the designated Proxy Holder. Although strictly social contacts at other locations between the Corporation’s personnel and any individual representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Proxy Holder. c. A written request for approval of a visit must be submitted to the FSO not less than seven (7) calendar days prior to the date of the proposed visit. If any unforeseen exigency precludes compliance with this requirement, such request may be communicated via telephone or other electronic means to the FSO and promptly confirmed in writing. The exact purpose and justification for the visit must be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must be individually justified and separate approval request must be individually justified and a separate approval request must be submitted for each. Representatives of DoD shall have the right to be present and to monitor all visits described in Section 11.01(b) above, no matter where they occur. d. Upon receipt of a written request for approval of a visit, the FSO will promptly relay the information to the designated Proxy Holder, who, as soon as possible after being so advised, will indicate approval or disapproval of the request telephonically or by other expeditious means to the visiting parties. Such approval or disapproval will be promptly confirmed in writing. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished. 11.02. Visits and other communications between the Corporation and its subsidiaries and the Affiliates on such commercial matters as proposed contracts, subcontracts, joint ventures, partnerships, and teaming arrangements shall be approved in advance by a majority of the Proxy Holders. 11.03. Nothing in this Agreement shall be construed to prevent the Corporation from supplying to the Shareholder financial data relating to the financial condition and financial operations of the Corporation. The Corporation shall also respond in writing through the Proxy Holders to written questions that the Shareholder may have concerning information contained in such reports. The Proxy Holders and the Shareholder shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSS. 11.04. Chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC for review by DSS.
Appears in 2 contracts
Samples: Proxy Agreement, Proxy Agreement
Regulated Meetings, Visits and Communications. 11.01. The Parties to the Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Corporation and or its subsidiaries and divisions and the Affiliates.
a. The Proxy Holders Voting Trustees shall schedule a meeting meet once each year with the Shareholder. Meetings with the Shareholder may be held more frequently than once each year if a majority of the Proxy Holders Voting Trustees agree. Representatives of the Shareholder and management personnel of the Corporation may attend these the quarterly meetings described in paragraph 6.02, if requested deemed appropriate by the Proxy Holders. The Proxy Holders may convene a meeting with the Shareholder at any time as long as the agenda is limited to the matters described in Section 7.03 of the Agreement. For any meetings to be attended by Shareholder representatives, a written agenda shall be prepared and submitted to DSS for approval. The meeting shall not be consummated until the Proxy Holders receive the approval of DSS. Classified and controlled unclassified information shall not be disclosed to the Shareholder except as specifically authorized by applicable law or regulation. Suggestions or requests of the Shareholder representatives present at these meetings shall not be binding on the Proxy Holders or the CorporationVoting Trustees. Minutes of said meetings in which Shareholder representatives are in attendance (to include a copy of the agenda) shall be prepared and retained by the GSC for review by DSSDCSA.
(1) The Voting Trustees shall establish the agenda for any meetings with the Shareholder. Said agenda will include such Trustees in writing and received by the Voting Trustees sufficiently in advance of said meeting to afford consideration by the Voting Trustees.
(2) Any suggestions or requests by the Shareholder shall not be binding upon the Voting Trustees or the Corporation if the Voting Trustees shall determine that compliance with such suggestion or request is inconsistent with the provisions or purposes of this Agreement.
(3) Moreover, at said meetings, neither classified information shall be disclosed nor shall export-controlled technical data be disclosed except as authorized by law or regulation.
b. All proposed visits to the Corporation and its subsidiaries by any person who represents the Affiliates (including all of the directors, officers, officers, representatives, and agents of each) and all proposed visits to the Affiliates by any person who represents the Corporation or its subsidiaries (including all directors, officers, employees, representatives, and agents of each) as well as visits between such persons at other locations, must be approved in advance by the Proxy Holder Voting Trustee designated to act on such requests. All requests for such approval shall be submitted in writing to the Corporation’s FSO for routing to the designated Proxy HolderVoting Trustee. Although strictly social contacts at other locations between the Corporation’s personnel and any individual representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Proxy HolderVoting Trustee.
c. A written request for approval of a visit must be submitted to the FSO not less than seven (7) calendar days prior to the date of the proposed visit. If any unforeseen exigency precludes compliance with this requirement, such request may be communicated via telephone or other electronic means to the FSO and promptly confirmed in writing. The exact purpose and justification for the visit must be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must be individually justified and separate approval request must be individually justified and a separate approval request must be submitted for each. Representatives of DoD shall have the right to be present and to monitor all visits described in Section 11.01(b) above, no matter where they occur.
d. Upon receipt of a written request for approval of a visit, the FSO will promptly relay the information to the designated Proxy HolderVoting Trustee, who, as soon as possible after being so advised, will indicate approval or disapproval of the request telephonically or by other expeditious means to the visiting parties. Such approval or disapproval will be promptly confirmed in writing. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished.
11.02. Visits and other communications between the Corporation and its subsidiaries and the Affiliates on such commercial matters as proposed contracts, subcontracts, joint ventures, partnerships, and teaming arrangements shall be approved in advance by a majority of the Proxy HoldersVoting Trustees.
11.03. Nothing in this Agreement shall be construed to prevent the Corporation from supplying to the Shareholder financial data relating to the financial condition and financial operations of the Corporation. The Corporation shall also respond in writing through the Proxy Holders Voting Trustees to written questions that the Shareholder may have concerning information contained in such reports. The Proxy Holders Voting Trustees and the Shareholder shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSSDCSA.
11.04. Chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC for review by DSSDCSA.
Appears in 1 contract
Samples: Voting Trust Agreement
Regulated Meetings, Visits and Communications. 11.01. The Parties to the Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Corporation and or its subsidiaries and divisions and the Affiliates.
a. The Proxy Holders Voting Trustees shall schedule a meeting meet once each year with the Shareholder. Meetings with the Shareholder may be held more frequently than once each year if a majority of the Proxy Holders Voting Trustees agree. Representatives of the Shareholder and management personnel of the Corporation may attend these the quarterly meetings described in paragraph 6.02, if requested deemed appropriate by the Proxy Holders. The Proxy Holders may convene a meeting with the Shareholder at any time as long as the agenda is limited to the matters described in Section 7.03 of the Agreement. For any meetings to be attended by Shareholder representatives, a written agenda shall be prepared and submitted to DSS for approval. The meeting shall not be consummated until the Proxy Holders receive the approval of DSS. Classified and controlled unclassified information shall not be disclosed to the Shareholder except as specifically authorized by applicable law or regulation. Suggestions or requests of the Shareholder representatives present at these meetings shall not be binding on the Proxy Holders or the CorporationVoting Trustees. Minutes of said meetings in which Shareholder representatives are in attendance (to include a copy of the agenda) shall be prepared and retained by the GSC for review by DSS.
(1) The Voting Trustees shall establish the agenda for any meetings with the Shareholder. Said agenda will include such Trustees in writing and received by the Voting Trustees sufficiently in advance of said meeting to afford consideration by the Voting Trustees.
(2) Any suggestions or requests by the Shareholder shall not be binding upon the Voting Trustees or the Corporation if the Voting Trustees shall determine that compliance with such suggestion or request is inconsistent with the provisions or purposes of this Agreement.
(3) Moreover, at said meetings, neither classified information shall be disclosed nor shall export-controlled technical data be disclosed except as authorized by law or regulation.
b. All proposed visits to the Corporation and its subsidiaries by any person who represents the Affiliates (including all of the directors, officers, officers, representatives, and agents of each) and all proposed visits to the Affiliates by any person who represents the Corporation or its subsidiaries (including all directors, officers, employees, representatives, and agents of each) as well as visits between such persons at other locations, must be approved in advance by the Proxy Holder Voting Trustee designated to act on such requests. All requests for such approval shall be submitted in writing to the Corporation’s FSO for routing to the designated Proxy HolderVoting Trustee. Although strictly social contacts at other locations between the Corporation’s personnel and any individual representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Proxy HolderVoting Trustee.
c. A written request for approval of a visit must be submitted to the FSO not less than seven (7) calendar days prior to the date of the proposed visit. If any unforeseen exigency precludes compliance with this requirement, such request may be communicated via telephone or other electronic means to the FSO and promptly confirmed in writing. The exact purpose and justification for the visit must be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must be individually justified and separate approval request must be individually justified and a separate approval request must be submitted for each. Representatives of DoD shall have the right to be present and to monitor all visits described in Section 11.01(b) above, no matter where they occur.
d. Upon receipt of a written request for approval of a visit, the FSO will promptly relay the information to the designated Proxy HolderVoting Trustee, who, as soon as possible after being so advised, will indicate approval or disapproval of the request telephonically or by other expeditious means to the visiting parties. Such approval or disapproval will be promptly confirmed in writing. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished.
11.02. Visits and other communications between the Corporation and its subsidiaries and the Affiliates on such commercial matters as proposed contracts, subcontracts, joint ventures, partnerships, and teaming arrangements shall be approved in advance by a majority of the Proxy HoldersVoting Trustees.
11.03. Nothing in this Agreement shall be construed to prevent the Corporation from supplying to the Shareholder financial data relating to the financial condition and financial operations of the Corporation. The Corporation shall also respond in writing through the Proxy Holders Voting Trustees to written questions that the Shareholder may have concerning information contained in such reports. The Proxy Holders Voting Trustees and the Shareholder shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSS.
11.04. Chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC for review by DSS.
Appears in 1 contract
Samples: Voting Trust Agreement
Regulated Meetings, Visits and Communications. 11.01. The Parties to the Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Corporation and (including its subsidiaries and divisions affiliates) and the Affiliates.:
a. The Proxy Holders shall schedule a meeting with the Shareholder once each year with the Shareholder. Meetings with the Shareholder may be held or more frequently than once each year if a majority of all the Proxy Holders agree. Representatives of the Corporation may attend these meetings if requested by the Proxy Holders. The Proxy Holders may convene a meeting with the Shareholder at any time as long as the agenda is limited to the matters described in Section 7.03 above. The Corporation shall be permitted to provide such financial and operating (non-classified) data to the Shareholder necessary to permit the Shareholder to comply with applicable securities laws, the rules and regulations promulgated by the SEC, and the rules of any exchange where the Agreementsecurities are traded. For any such meetings to be attended by Shareholder representatives, a written agenda shall be prepared and submitted in advance to DSS for approval. The , and the meeting shall not be consummated occur until the Proxy Holders receive the approval of DSS. Classified and controlled unclassified information shall not be disclosed to the Shareholder except as specifically authorized by applicable law or regulation. Suggestions or requests of by the Shareholder representatives present at these meetings shall not be binding on the Proxy Holders or the Corporation. Minutes of meetings in which Shareholder representatives are in attendance shall be prepared and retained by the GSC for review by DSS.
b. All proposed visits to the Corporation and its subsidiaries by any person who represents the Affiliates (including all of the directors, officers, officersemployees, representatives, and agents of each) and all proposed visits to the Affiliates by any person who represents the Corporation or its subsidiaries (including all directors, officers, employees, representatives, and agents of each) as well as visits between such persons at other locations, must be approved in advance by the a Proxy Holder designated to act on such requests. All requests for such approval shall be submitted in writing to the Corporation’s FSO for routing to the designated Proxy Holder. Although strictly social contacts at other locations between the Corporation’s personnel and any individual representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Proxy Holder.
c. A written request for approval of a visit must be submitted to the FSO not no less than seven (7) calendar days prior to the date of the proposed visit. If any unforeseen exigency precludes compliance with this requirement, such request may be communicated via telephone or other electronic means to the FSO and promptly confirmed in writing. The exact purpose and justification for the visit must be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must be individually justified and separate approval request must be individually justified and a separate approval request must be submitted for each. Representatives of DoD shall have the right to be present and to monitor all visits described in Section 11.01(b) 11.01.b above, no matter where they occur.
d. Upon receipt of a written request for approval of a visit, the FSO will promptly relay the information to the designated Proxy Holder, who, as soon as possible after being so advised, will indicate approval or disapproval of the request telephonically or by other expeditious means to the visiting parties. Such approval or disapproval will be promptly confirmed in writing. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished.
11.02. Visits and other communications between the Corporation and Corporation, its subsidiaries subsidiaries, and the Affiliates on such commercial matters as proposed contracts, subcontracts, joint ventures, partnerships, and teaming arrangements shall be approved in advance by a majority of the Proxy Holders.
11.03. Nothing in this Agreement shall be construed to prevent the Corporation from supplying to the Shareholder financial data relating to the financial condition and financial operations of the Corporation. The Corporation shall also respond in writing through the Proxy Holders to written questions that the Shareholder may have concerning information contained in such reports. The Proxy Holders and the Shareholder shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSS. The Affiliates agree to not disclose or reveal to any person any trade secret or other confidential or proprietary information of the Corporation, including without limitation any such information relating to the Business, including, without limitation, any financial information relating to the Corporation or any of its subsidiaries, or any customer lists, unless readily ascertainable from public information. The Shareholder confirms that after the Effective Date of this Agreement such information will constitute the exclusive property of the Corporation and its subsidiaries. DSS acknowledges that the Shareholder is a publicly traded company with reporting obligations under the securities laws that require reporting of certain information from the Corporation. It is not the intent of this Agreement to prevent the Corporation from reporting information to the Shareholder necessary for compliance with applicable securities laws, the rules and regulations of the SEC, or the rules applicable to any exchange where the securities are traded (excluding specifically the disclosure of classified information).
11.04. Chronological A chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC for review by DSS.
Appears in 1 contract
Regulated Meetings, Visits and Communications. 11.0113.01. The Parties to the this Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Corporation Company and its subsidiaries and divisions and subsidiaries excluding in all respects, Excluded Subsidiaries (which shall for the purposes of this Section 13.01 be considered as Affiliates), and the Affiliated Group.
a. The Proxy Holders shall schedule a meeting once each year with the Shareholder. Meetings with the Shareholder While meetings may be held more frequently than once each year if a majority of the Proxy Holders agree. Representatives of Corporation may attend these meetings if requested by , the Proxy Holders. The Proxy Holders may convene shall schedule a meeting with the Shareholder at any time as long as the agenda is limited to the matters described in Section 7.03 least four times each year and shall invite representatives of the AgreementXxxxxxxx US and/or Xxxxxxxx. For any such meetings to be attended by Shareholder Xxxxxxxx US or Xxxxxxxx representatives, the Proxy Holders shall approve a written agenda shall be prepared and submitted forward a copy to DSS for approval. The meeting shall not be consummated until the Proxy Holders receive the approval of DSSDCSA. Classified and controlled unclassified information shall not be disclosed to the Shareholder Xxxxxxxx US or Xxxxxxxx except as specifically authorized by applicable law or regulation. Suggestions or requests of Xxxxxxxx US or the Shareholder Xxxxxxxx representatives present at these meetings shall not be binding on the Proxy Holders or the CorporationCompany. Minutes of meetings in which Shareholder Xxxxxxxx US or Xxxxxxxx representatives are in attendance shall be prepared and retained by the GSC for review by DSSDCSA. Both the agenda and minutes must clearly identify as such any matters not described in Section 9.03 of this Agreement.
b. All proposed visits visits14 to the Corporation Company and its subsidiaries by any person who represents the Affiliates Affiliated Group (including all of the directors, officers, officersemployees, representatives, and agents of each) and all proposed visits to the Affiliates Affiliated Group by any person who represents the Corporation Company or its subsidiaries (including all managers, directors, officers, employees, representatives, and agents of each) as well as visits between such persons at other locations, must be approved in advance by the a Proxy Holder Holder, of which there shall be at least two, designated to act on such requests. In the case of Routine Business Visits, the FSO may approve or disapprove the request on behalf of the Proxy Holders as directed by the GSC. For Routine Business Visits described in Section 13.02 below, the FSO may approve, in advance, all visits described in Section 13.02 for a specified period of time up to 180 days.15 All requests for such approval shall be submitted in writing to the CorporationCompany’s FSO for routing to the designated Proxy Holder. Although strictly social contacts at other locations between the CorporationCompany’s personnel and any individual individuals representing the Affiliates are not prohibited, written reports of such visits must 14 As used in this Agreement, the term “visits” includes in-person meetings at any location within or outside the United States, including but not limited to, any facility owned or operated by the Company or any of the Affiliated Group. The GSC may define certain types of teleconferences and videoconferences as “visits” in a manner consistent with the Company’s DCSA approved ECP.
15 A Proxy Holder shall approve all Routine Business Visits during any period when the Company is operating under a DCSA security rating of less than Satisfactory. be submitted after the fact to the FSO for filing with, and review by, the designated Proxy Holder.
c. A written request for approval of a visit must be submitted to the FSO not less than seven (7) calendar days prior to the date of the proposed visit. The GSC will establish in the Company’s visitation procedures reasonable standards for the Company in connection with the lead times required for requests and notifications required under this Section. If any a written request cannot be accomplished within the GSC-approved timeframe because of an unforeseen exigency precludes compliance with this requirementexigency, such the request may be promptly communicated via telephone or other electronic means to the FSO and promptly immediately confirmed in writing; however, the FSO may refuse to accept any request submitted with less than the required advance notice if the FSO determines that there is insufficient time to consider the request. The GSC shall determine what constitutes an unforeseen exigency for these purposes. The exact purpose and justification for the visit must be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must be individually justified and separate approval request must be individually justified justified, and a separate approval request must be submitted for each. Representatives of the DoD shall have the right to be present and to monitor all visits described in Section 11.01(b) 13.01.b. above, no matter where they occur.
d. Upon receipt of a written request for approval of a visit, other than a Routine Business Visit, the FSO will promptly relay the information to the designated Proxy Holder, who, as soon as possible after being so advised, will indicate approval approve or disapproval of disapprove the request telephonically or by other expeditious means to the visiting parties. Such followed by prompt confirmation of such approval or disapproval will be promptly confirmed in writingdisapproval. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished.
11.02. Visits and other communications between e. No approvals shall be required for visits to the Corporation Company and its subsidiaries and by any person who represents a mitigated Affiliated Group company operating under a proxy agreement approved by DCSA. So long as the Affiliates on such commercial matters as proposed contractsscope of interaction for a meeting is appropriate to the level of classification (i.e., subcontractsclassified at the Secret level with no proscribed information involved), joint ventures, partnerships, and teaming arrangements no approvals shall be required for visits to the Company and its subsidiaries by any person who represents a mitigated Affiliate Group company operating under a Special Security Agreement (SSA) approved in advance by a majority DCSA.
f. Uncleared commercial businesses or entities of the Proxy Holders.
11.03. Nothing in this Agreement shall be construed to prevent the Corporation from supplying to the Shareholder financial data relating to the financial condition and financial operations Company, as well as any members of the Corporation. The Corporation shall also respond in writing through the Proxy Holders to written questions that the Shareholder Affiliated Group operating under a proxy or SSA, may have concerning information contained in such reports. The Proxy Holders and the Shareholder shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSSdesignated as Excluded Subsidiaries.
11.04. Chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC for review by DSS.
Appears in 1 contract
Samples: Proxy Agreement (Leonardo DRS, Inc.)
Regulated Meetings, Visits and Communications. 11.01. The Parties to the Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Corporation and (including its subsidiaries and divisions divisions) and the Affiliates.
a. The Proxy Holders shall schedule a meeting once each year with the Shareholder. Meetings with the Shareholder may be held year, or more frequently than once each year if a majority of the all Proxy Holders agree, with NNI. Representatives of the Corporation may attend these meetings if requested by the Proxy Holders. The Proxy Holders may convene a meeting with the Shareholder NNI at any time as long as the agenda is limited to the matters described in Section 7.03 of the Agreement7.03. above. For any such meetings to be attended by Shareholder representativesNNI, a written agenda shall be prepared and submitted in advance to DSS for approval. The meeting shall not be consummated until the Proxy Holders receive the approval of DSS. Classified and controlled unclassified information shall not be disclosed to the Shareholder NNI except as specifically authorized by applicable law or regulation. Suggestions or requests of the Shareholder by NNI or other Affiliate representatives present at these meetings shall not be binding on the Proxy Holders or the Corporation. Minutes of meetings in which Shareholder Parent or other Affiliate representatives are in attendance shall be prepared and retained by the GSC for review by DSS.
b. All proposed visits to the Corporation and its subsidiaries by any person who represents the Affiliates (including all of the directors, officers, officers, representatives, and agents of each) and all proposed visits to the Affiliates by any person who represents the Corporation or its subsidiaries (including all directors, officers, employees, representatives, and agents of each) ), as well as visits between such persons at other locations, must be approved in advance by the a Proxy Holder designated to act on such requests. All requests for such approval shall be submitted in writing to the Corporation’s FSO for routing to the designated Proxy Holder. Although strictly social contacts at other locations between the Corporation’s personnel and any individual representing the Affiliates are not prohibited, written reports of such visits must shall be submitted after the fact to the FSO for filing with, and review by, the designated Proxy Holder.
c. A written request for approval of a visit must be submitted to the FSO not less than seven (7) calendar days prior to the date of the proposed visit. If any unforeseen exigency precludes compliance with this requirement, such request may be communicated via telephone or other electronic means to the FSO and promptly confirmed in writing. The exact purpose and justification for the visit must shall be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must shall be individually justified and separate approval request must be individually justified and a separate approval request must shall be submitted for each. Representatives of DoD shall have the right to be present and to monitor all visits described in Section 11.01(b11.01.(b) above, no matter where they occur.
d. Upon receipt of a written request for approval of a visit, the FSO will shall promptly relay the information to the designated Proxy Holder, who, as soon as possible after being so advised, will shall indicate approval or disapproval of the request telephonically or by other expeditious means to the visiting parties. Such approval or disapproval will shall be promptly confirmed in writing. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished.
11.02. Visits and other communications between the Corporation and its subsidiaries and the Affiliates on such commercial matters as proposed contracts, subcontracts, joint ventures, partnerships, and teaming arrangements shall be approved in advance by a majority of the Proxy Holders.
11.03. Nothing in this Agreement shall be construed to prevent the Corporation from supplying to the Shareholder NNI financial data relating to the financial condition and financial operations of the Corporation. The Corporation shall also respond in writing through the Proxy Holders to written questions that the Shareholder NNI may have concerning information contained in such reports. The Proxy Holders and the Shareholder NNI shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSS.
11.04. Chronological A chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC for review by DSS.
Appears in 1 contract
Regulated Meetings, Visits and Communications. 11.01. The Parties to the Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Corporation and (including its subsidiaries and divisions affiliates) and the Affiliates.:
a. The Proxy Holders shall schedule a meeting with the Shareholder once each year with the Shareholder. Meetings with the Shareholder may be held or more frequently than once each year if a majority of all the Proxy Holders agree. Representatives of the Corporation may attend these meetings if requested by the Proxy Holders. The Proxy Holders may convene a meeting with the Shareholder at any time as long as the agenda is limited to the matters described in Section 7.03 of the Agreementabove. * * * For any such meetings to be attended by Shareholder representatives, a written agenda shall be prepared and submitted in advance to DSS for approval. The , and the meeting shall not be consummated occur until the Proxy Holders receive the approval of DSS. Classified and controlled unclassified information shall not be disclosed to the Shareholder except as specifically authorized by applicable law or regulation. Suggestions or requests of by the Shareholder representatives present at these meetings shall not be binding on the Proxy Holders or the Corporation. Minutes of meetings in which Shareholder representatives are in attendance shall be prepared and retained by the GSC for review by DSS.
b. All proposed visits to the Corporation and its subsidiaries by any person who represents the Affiliates (including all of the directors, officers, officersemployees, representatives, and agents of each) and all proposed visits to the Affiliates by any person who represents the Corporation or its subsidiaries (including all directors, officers, employees, representatives, and agents of each) as well as visits between such persons at other locations, must be approved in advance by the a Proxy Holder designated to act on such requests. All requests for such approval shall be submitted in writing to the Corporation’s FSO for routing to the designated Proxy Holder. Although strictly social contacts at other locations between the Corporation’s personnel and any individual representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Proxy Holder.
c. A written request for approval of a visit must be submitted to the FSO not no less than seven (7) calendar days prior to the date of the proposed visit. If any unforeseen exigency precludes compliance with this requirement, such request may be communicated via telephone or other electronic means to the FSO and promptly confirmed in writing. The exact purpose and justification for the visit must be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must be individually justified and separate approval request must be individually justified and a separate approval request must be submitted for each. Representatives of DoD shall have the right to be present and to monitor all visits described in Section 11.01(b) 11.01.b above, no matter where they occur.
d. Upon receipt of a written request for approval of a visit, the FSO will promptly relay the information to the designated Proxy Holder, who, as soon as possible after being so advised, will indicate approval or disapproval of the request telephonically or by other expeditious means to the visiting parties. Such approval or disapproval will be promptly confirmed in writing. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished.
11.02. Visits and other communications between the Corporation and Corporation, its subsidiaries subsidiaries, and the Affiliates on such commercial matters as proposed contracts, subcontracts, joint ventures, partnerships, and teaming arrangements shall be approved in advance by a majority of the Proxy Holders.
11.03. Nothing in this Agreement shall be construed to prevent the Corporation from supplying to the Shareholder financial data relating to the financial condition and financial operations of the Corporation. The Corporation shall also respond in writing through the Proxy Holders to written questions that the Shareholder may have concerning information contained in such reports. The Proxy Holders and the Shareholder shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSS.. * * *
11.04. Chronological A chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC for review by DSS.
Appears in 1 contract
Regulated Meetings, Visits and Communications. 11.01. The Parties to the Agreement hereby agree to abide by the following procedures regarding meetings, visits, and communications between the Cleared Corporation and its it's subsidiaries and divisions and the Affiliates.
a. The Proxy Holders shall schedule a meeting once each year with the Shareholder. Meetings with the Shareholder may be held more frequently than once each year if a majority of the Proxy Holders agree. Representatives of the Cleared Corporation may attend these meetings if requested by the Proxy Holders. The Proxy Holders may convene a meeting with the Shareholder at any time as long as the agenda is limited to the matters described in Section 7.03 of the Agreement. For any meetings to be attended by Shareholder representatives, a written agenda shall be prepared and submitted to DSS for approval. The meeting shall not be consummated until the Proxy Holders receive the approval of DSS. Classified and controlled unclassified information shall not be disclosed to the Shareholder except as specifically authorized by applicable law or regulation. Suggestions or requests of the Shareholder representatives present at these meetings shall not be binding on the Proxy Holders or the Cleared Corporation. Minutes of meetings in which Shareholder representatives are in attendance shall be prepared and retained by the GSC for review inspection by DSS.
b. All proposed non-routine visits to the Cleared Corporation and its subsidiaries by any person who represents the Affiliates (including all of the directors, officers, officersemployees, representatives, and agents of each) and all proposed non-routine visits to the Affiliates by any person who represents the Cleared Corporation or its subsidiaries (including all directors, officers, employees, representatives, and agents of each) as well as visits between such persons at other locations, must be approved in advance by the Proxy Holder designated to act on such requests. All requests for such approval shall be submitted in writing to the Cleared Corporation’s 's FSO for routing to the designated Proxy Holder. Although strictly social contacts at other locations between the Cleared Corporation’s 's personnel and any individual representing the Affiliates are not prohibited, written reports of such visits must be submitted after the fact to the FSO for filing with, and review by, the designated Proxy Holder.
c. A written request for approval of a visit must be submitted to the FSO not less than seven (7) calendar days prior to the date of the proposed visit. If any unforeseen exigency precludes compliance with this requirement, such request may be communicated via telephone or other electronic means to the FSO and promptly confirmed in writing. The exact purpose and justification for the visit must be set forth in detail sufficient to make a reasonable and prudent evaluation of the proposed visit. Each proposed visit must be individually justified and separate approval request must be individually justified and a separate approval request must be submitted for each. Representatives of DoD shall have the right to be present and to monitor all visits described in Section 11.01(b) above, no matter where they occur.
d. Upon receipt of a written request for approval of a visit, the FSO will promptly relay the information to the designated Proxy Holder, who, as soon as possible after being so advised, will indicate approval or disapproval of the request telephonically or by other expeditious means to the visiting parties. Such approval or disapproval will be promptly confirmed in writing. The GSC shall review periodically the records of any proposed and consummated visits that have occurred since the last review to ensure proper adherence to approved procedures and to verify that sufficient and proper justification was furnished.
e. Consistent with the security reliance the USG has placed on the Cleared Corporation and the individual Proxy Holders under this Agreement, certain routine visits inherent to an independent and viable business operation ("Routine Business Visits") shall require advance approval only from the FSO or his or her designee.
f. Visits regarded to be Routine Business Visits, and therefore, requiring advance approval only from the FSO or his or her designee, are, in general, those which are made in connection with regular day-to-day business operation that pertain strictly to the purely commercial aspects of the Cleared Corporation's business and do not involve the transfer or receipt of classified information or export-controlled technical data. Unless notice to the contrary is given to the FSO by the Proxy Holders, the following visits by employees below the management level shall be assumed to be Routine Business Visits:
i. Solicitation, quotation, procurement, or other utilization of the products and services of the parties referenced herein as commercial suppliers (including the supply of such products or services to the USG) to the same extent as other commercial suppliers would be dealt with.
ii. Fiscal, fiduciary, and financial matters necessitated by compliance with the requirements of federal, state, and local authorities. Reports of visits in this category will state a rationale as to why the visit is required.
iii. Marketing and technical activities involving the export of products where the parties are required to comply with the existing procedures of the U.S. Departments of Defense, Commerce, State, Treasury, and other government agencies. Visits in the category will clearly identify the products, devices, components, or technical activity involved. The identification numbers of Department of State and/or Department of Commerce export licenses will be cited where applicable.
11.02. Visits and other communications between the Cleared Corporation and its subsidiaries and the Affiliates on such commercial matters as proposed contracts, subcontracts, joint ventures, partnerships, and teaming arrangements shall be approved in advance by a majority of the Proxy Holders.
11.03. Nothing in this Agreement shall be construed to prevent the Cleared Corporation from supplying to the Shareholder financial data relating to the financial condition and financial operations of the Cleared Corporation. The Cleared Corporation shall also respond in writing through the Proxy Holders to written questions that the Shareholder may have concerning information contained in such reports. The Proxy Holders and the Shareholder shall engage in discussions to determine the format of such reporting. The format must be acceptable to DSS.
11.04. Chronological The Proxy Holders shall provide the Shareholder with regular quarterly reports of the financial condition and operations of the Cleared Corporation in a form acceptable to DSS and shall make available appropriate financial personnel to provide any necessary assistance to aid the Shareholder's personnel to understand the financial presentation and applicable accounting principles.
11.05. A chronological file of all documentation associated with meetings, visitations and communications, together with appropriate approvals or disapprovals and reports, required pursuant to this Article XI, shall be maintained by the GSC FSO for review inspection by DSS.
Appears in 1 contract
Samples: Proxy Agreement (Verint Systems Inc)
