Common use of Voting Discretion Clause in Contracts

Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Proxy Holders shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Proxy Holders shall be free of any control or influence from NNI in any manner whatsoever except as specifically permitted in this Agreement. Any communication of any nature, and by any means, from NNI deemed by the Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement shall be reported immediately by the Proxy Holders to DSS. 7.02. In addition to the general authorities conferred by Section 7.01. above, the Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to: a. the election of directors of the Corporation; b. any increase, reduction or reclassification of the capital stock of the Corporation; c. any changes or amendments to the Articles of Incorporation or bylaws of the Corporation7 other than those necessary pursuant to Section 7.04. below; d. the sale or disposition of the property, assets or business of the Corporation other than that prohibited in Section 7.03. below; e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03. below, which NNI might lawfully exercise; or f. any action with respect to the foregoing or any other matter affecting the Corporation and not specifically described in Section 7.03. below which NNI might lawfully exercise. 7.03. The Proxy Holders shall not be authorized to take any of the following actions without the express written approval of NNI: a. the sale or disposal, in any manner, of capital assets or business of the Corporation; b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements; c. any merger, consolidation, reorganization or dissolution of the Corporation; or d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country. 7.04. The Proxy Holders agree that they shall, upon written request by NNI, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. above. The Proxy Holders shall consult with NNI concerning such action so that NNI may have sufficient information to ensure that all such actions will be taken in accordance with applicable U.S. laws and regulations. Any action by the Proxy Holders with respect to the matters specified in Section 7.03. above which is taken without the approval of NNI shall be void and shall have no effect.

Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Proxy Holders Voting Trustees shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Proxy Holders Voting Trustees pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Proxy Holders Voting Trustees shall be free of any control or influence from NNI the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Any communication Communication of any nature, nature and by any means, means from NNI the Shareholder deemed by the Proxy Holders Voting Trustees to be an attempt to assert any influence or control precluded by this Agreement Agreement, shall be reported immediately by the Proxy Holders Voting Trustees to DSS. 7.02. The Shareholder shall have the right, at any time, to forward to the Voting Trustees written suggestions for their consideration, except that no such written suggestions may be made concerning persons to be nominated pursuant to Article V hereof, as successor Voting Trustees. Written notice of each such action shall be immediately provided to DSS; and copies of all such correspondence shall be retained for review by DSS. 7.03. In addition to the general authorities conferred by Section 7.01. 7.01 above, the Proxy Holders Voting Trustees are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to: a. the election of directors of the Corporation; b. any increase, reduction or reclassification of the capital stock of the Corporation; c. any changes or amendments to the Articles of Incorporation or bylaws Bylaws of the Corporation7 involving matters other than those necessary pursuant to Section 7.04. 7.04 below; d. the sale or disposition disposal of the property, assets or business of the Corporation other than that prohibited in Section 7.03. 7.03 below; e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03. 7.03 below, which NNI any Shareholder might lawfully exercise; orand f. any action with respect to the foregoing foregoing, or any other matter affecting the Corporation and not specifically described in Section 7.03. below 7.04 which NNI any Shareholder might lawfully exercise. 7.037.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect. The Proxy Holders shall Voting Trustees are not be authorized to take any of the following actions without the express written approval of NNI:the Shareholder. a. the sale or disposal, in any manner, of capital assets or business of the Corporation; b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements; c. any merger, consolidation, reorganization or dissolution of the Corporation; or d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country. 7.04. The Proxy Holders agree that they shall, upon written request by NNI, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. above. The Proxy Holders shall consult with NNI concerning such action so that NNI may have sufficient information to ensure that all such actions will be taken in accordance with applicable U.S. laws and regulations. Any action by the Proxy Holders with respect to the matters specified in Section 7.03. above which is taken without the approval of NNI shall be void and shall have no effect.

Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Proxy Holders shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this the Agreement, the right to vote the same or to consent to any and every act of the Cleared Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Proxy Holders pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Proxy Holders shall be free of any control or influence from NNI the Shareholder in any manner whatsoever except as specifically permitted in this the Agreement. Any communication Communication of any nature, nature and by any means, means from NNI the Shareholder deemed by the Proxy Holders to be an attempt to assert any influence or control precluded by this Agreement the Agreement, shall be reported immediately by the Proxy Holders to DSS. 7.02. In addition to the general authorities conferred by Section 7.01. 7.01 above, the Proxy Holders are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to: a. the election of directors of the Cleared Corporation; b. any increase, reduction or reclassification of the capital stock of the Cleared Corporation; c. any changes or amendments to the Articles of Incorporation or bylaws Bylaws of the Corporation7 Cleared Corporation6 involving matters other than those necessary pursuant to Section 7.04. 7.04 below;; The Bylaws and Articles of Incorporation of the Cleared Corporation shall be reviewed by DDS at the time of establishment of this Agreement and at least annually thereafter. d. the sale or disposition disposal of the property, assets or business of the Cleared Corporation other than that prohibited in Section 7.03. 7.03 below; e. the pledging, mortgaging or encumbering of any assets of the Cleared Corporation, except as described in Section 7.03. 7.03 below, which NNI any Shareholder might lawfully exercise; or. f. any action with respect to the foregoing foregoing, or any other matter affecting the Cleared Corporation and not specifically described in Section 7.03. below 7.03 which NNI any Shareholder might lawfully exercise. 7.03. The Proxy Holders shall are not be authorized to take any of the following actions without the express written approval of NNIthe Shareholder: a. the sale or disposal, in any manner, of capital assets or business of the Cleared Corporation where an individual sale or disposition exceeds 25% of the assets of the Cleared Corporation or where sales or dispositions in the aggregate exceeds 45% of the assets of the Cleared Corporation; b. the pledging, mortgaging or encumbering of the assets of the Cleared Corporation for purposes other than obtaining working capital or funds for capital improvements; c. any merger, consolidation, reorganization or dissolution of the Cleared Corporation; or d. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country. 7.04. The Proxy Holders agree that they shall, upon written request by NNIthe Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. above. The Proxy Holders shall consult with NNI the Shareholder concerning such action so that NNI the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable U.S. United States laws and regulations. Any action by of the Proxy Holders with respect to the matters specified in Section 7.03. above 7.03 which is taken without the approval of NNI the Shareholder shall be void and shall have no effect. 7.05. Anything in this Agreement to the contrary notwithstanding, the Proxy Holders may, upon the petition of the Shareholder, authorize the sale of all or substantially all of the assets of the Cleared Corporation or any division thereof to a person(s) who is (are) a citizen(s) of the United States or a non-foreign owned or controlled entity.

Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Proxy Holders Voting Trustees shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Proxy Holders Voting Trustees pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Proxy Holders Voting Trustees shall be free of any control or influence from NNI the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Any communication Communication of any nature, nature and by any means, means from NNI the Shareholder deemed by the Proxy Holders Voting Trustees to be an attempt to assert any influence or control precluded by this Agreement Agreement, shall be reported immediately by the Proxy Holders Voting Trustees to DSS. 7.02. The Shareholder shall have the right, at any time, to forward to the Voting Trustees written suggestions for their consideration, except that no such written suggestions may be made concerning persons to be nominated pursuant to Article V hereof, as successor Voting Trustees. Written notice of each such action shall be immediately provided to DSS; and copies of all such correspondence shall be retained for review by DSS. 7.03. In addition to the general authorities conferred by Section 7.01. 7.01 above, the Proxy Holders Voting Trustees are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to: a. the election of directors of the Corporation; b. any increase, reduction or reclassification of the capital stock of the Corporation; c. any changes or amendments to the Articles of Incorporation or bylaws Bylaws of the Corporation7 involving matters other than those necessary pursuant to Section 7.04. 7.04 below; d. the sale or disposition disposal of the property, assets or business of the Corporation other than that prohibited in Section 7.03. 7.03 below; e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03. 7.03 below, which NNI any Shareholder might lawfully exercise; orand f. any action with respect to the foregoing foregoing, or any other matter affecting the Corporation and not specifically described in Section 7.03. below 7.04 which NNI any Shareholder might lawfully exercise. 7.037.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect. The Proxy Holders shall Voting Trustees are not be authorized to take any of the following actions without the express written approval of NNI:the Shareholder. a. the sale or disposal, in any manner, of capital assets or business of the Corporation; b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements; c. the pledging, mortgaging or other encumbrances on the capital stock that they hold in trust; d. any merger, consolidation, reorganization or dissolution of the Corporation; or d. e. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country. 7.047.05. The Proxy Holders Voting Trustees agree that they shall, upon written request by NNIthe Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. aboveparagraphs 7.04(d) and 704(e). The Proxy Holders Trustees shall consult with NNI the Shareholder concerning such action so that NNI the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable U.S. United States laws and regulations. 7.06. Any action by the Proxy Holders with respect Anything in this Agreement to the matters specified contrary notwithstanding, the Voting Trustees may, upon the petition of Shareholder, authorize the sale of all or substantially all of the assets of the Corporation or any division thereof to a person (being a U.S. citizen) or non-foreign owned or controlled entity domiciled in Section 7.03. above which is taken without the approval of NNI shall be void and shall have no effectUnited States.

Voting Discretion. 7.01. Except as otherwise provided in this Agreement, the Proxy Holders Voting Trustees shall possess and shall be entitled to exercise in their sole and absolute discretion, with respect to any and all of the Shares at any time covered by this Agreement, the right to vote the same or to consent to any and every act of the Corporation in the same manner and to the same extent as if they were the absolute owners of such Shares in their own right. All decisions and actions by the Proxy Holders Voting Trustees pursuant to this Agreement shall be based on their independent judgment. All decisions and actions by the Proxy Holders Voting Trustees shall be free of any control or influence from NNI the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Any communication Communication of any nature, nature and by any means, means from NNI the Shareholder deemed by the Proxy Holders Voting Trustees to be an attempt to assert any influence or control precluded by this Agreement Agreement, shall be reported immediately by the Proxy Holders Voting Trustees to DSSDCSA. 7.02. The Shareholder shall have the right, at any time, to forward to the Voting Trustees written suggestions for their consideration, except that no such written suggestions may be made concerning persons to be nominated pursuant to Article V hereof, as successor Voting Trustees. Written notice of each such action shall be immediately provided to DCSA; and copies of all such correspondence shall be retained for review by DCSA. 7.03. In addition to the general authorities conferred by Section 7.01. 7.01 above, the Proxy Holders Voting Trustees are specifically authorized in the exercise of their sole and absolute discretion with respect to any and all of the Shares to vote for or consent to: a. the election of directors of the Corporation; b. any increase, reduction or reclassification of the capital stock of the Corporation; c. any changes or amendments to the Articles of Incorporation or bylaws Bylaws of the Corporation7 involving matters other than those necessary pursuant to Section 7.04. 7.04 below; d. the sale or disposition disposal of the property, assets or business of the Corporation other than that prohibited in Section 7.03. 7.03 below; e. the pledging, mortgaging or encumbering of any assets of the Corporation, except as described in Section 7.03. 7.03 below, which NNI any Shareholder might lawfully exercise; orand f. any action with respect to the foregoing foregoing, or any other matter affecting the Corporation and not specifically described in Section 7.03. below 7.04 which NNI any Shareholder might lawfully exercise. 7.037.04. Any action of the Voting Trustees with respect to the matters specified in this paragraph 7.04 which is taken without the approval of the Shareholder shall be void and shall have no effect. The Proxy Holders shall Voting Trustees are not be authorized to take any of the following actions without the express written approval of NNI:the Shareholder. a. the sale or disposal, in any manner, of capital assets or business of the Corporation; b. the pledging, mortgaging or encumbering of the assets of the Corporation for purposes other than obtaining working capital or funds for capital improvements; c. the pledging, mortgaging or other encumbrances on the capital stock that they hold in trust; d. any merger, consolidation, reorganization or dissolution of the Corporation; or d. e. the filing or making of any petition under the federal bankruptcy laws or any similar law or statute of any state or any foreign country. 7.047.05. The Proxy Holders Voting Trustees agree that they shall, upon written request by NNIthe Shareholder, take such action or actions as are necessary to recommend, authorize or approve the actions specified in Section 7.03. aboveparagraphs 7.04(d) and 704(e). The Proxy Holders Trustees shall consult with NNI the Shareholder concerning such action so that NNI the Shareholder may have sufficient information to ensure that all such actions will be taken in accordance with applicable U.S. United States laws and regulations. 7.06. Any action by the Proxy Holders with respect Anything in this Agreement to the matters specified contrary notwithstanding, the Voting Trustees may, upon the petition of Shareholder, authorize the sale of all or substantially all of the assets of the Corporation or any division thereof to a person (being a U.S. citizen) or non-foreign owned or controlled entity domiciled in Section 7.03. above which is taken without the approval of NNI shall be void and shall have no effectUnited States.