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 and shall be free from any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this Agreement. Any communication of any nature and by any means from the Shareholder that is 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.

Appears in 3 contracts

Samples: Proxy Agreement, Proxy Agreement (API Technologies Corp.), Proxy Agreement (API Technologies Corp.)

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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 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 judgment. All decisions and actions by the Proxy Holders shall be free from of any control or influence from the Shareholder in any manner whatsoever except as specifically permitted in this the Agreement. Any communication Communication of any nature and by any means from the Shareholder that is 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.

Appears in 2 contracts

Samples: Proxy Agreement, Proxy Agreement

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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 judgment. All decisions and actions by the Proxy Holders shall be free from of any control or influence from the Shareholder NNI in any manner whatsoever except as specifically permitted in this Agreement. Any communication of any nature nature, and by any means means, from the Shareholder that is 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.

Appears in 1 contract

Samples: Proxy Agreement (Nortel Networks LTD)

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