Voting Communications. At any time during which the Purchaser is the Beneficial Owner of Subject Shares, the Purchaser shall notify the Voting Trustee and the Voting Consultant as soon as possible and, in any event, not later than two Business Days after receipt of notice that a vote of the holders of VRDP Shares, as applicable, has been requested or permitted on any Voting Matter and the Purchaser shall, within such same time frame, forward any information sent to the Purchaser in connection with such vote to the Voting Trustee and the Voting Consultant by Electronic Means. The Voting Consultant shall analyze and provide a voting recommendation to the Voting Trustee (with a copy to the Purchaser) with respect to each Voting Matter in respect of the relevant Subject Shares. The Voting Trustee is obligated to act in accordance with the voting recommendation made by the Voting Consultant in its voting recommendation. If the Voting Consultant fails to provide a voting recommendation to the Voting Trustee on or prior to the deadline for submission of such vote, the Voting Trustee shall not be obligated to provide a vote on behalf of the Purchaser on such deadline and shall provide notice of the failure to receive a voting recommendation to the Purchaser and the Voting Consultant. In all Voting Matters, the Voting Trustee shall use the proxies granted to it by the Purchaser to vote the relevant Subject Shares in accordance with the voting recommendation made by the Voting Consultant, and the Purchaser shall not exercise any voting rights in such matters.
Appears in 3 contracts
Samples: Voting Trust Agreement (Toronto Dominion Investments, Inc.), Voting Trust Agreement (Toronto Dominion Investments, Inc.), Voting Trust Agreement (Toronto Dominion Investments, Inc.)
Voting Communications. At any time during which the Purchaser is the Beneficial Owner of Subject Shares, the Purchaser shall notify the Voting Trustee and the Voting Consultant as soon as possible and, in any event, not later than two Business Days after receipt of notice that a vote of the holders of VRDP MFP Shares, as applicable, has been requested or permitted on any Voting Matter and the Purchaser shall, within such same time frame, forward any information sent to the Purchaser in connection with such vote to the Voting Trustee and the Voting Consultant by Electronic Means. The Voting Consultant shall analyze and provide a voting recommendation to the Voting Trustee (with a copy to the Purchaser) with respect to each Voting Matter in respect of the relevant Subject Shares. The Voting Trustee is obligated to act in accordance with the voting recommendation made by the Voting Consultant in its voting recommendation. If the Voting Consultant fails to provide a voting recommendation to the Voting Trustee on or prior to the deadline for submission of such vote, the Voting Trustee shall not be obligated to provide a vote on behalf of the Purchaser on such deadline and shall provide notice of the failure to receive a voting recommendation to the Purchaser and the Voting Consultant. In all Voting Matters, the Voting Trustee shall use the proxies granted to it by the Purchaser to vote the relevant Subject Shares in accordance with the voting recommendation made by the Voting Consultant, and the Purchaser shall not exercise any voting rights in such matters.
Appears in 2 contracts
Samples: Voting Trust Agreement (Toronto Dominion Bank), Voting Trust Agreement (Toronto Dominion Investments, Inc.)