Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a Shareholder has assigned and transferred a Shareholder’s legal interest in the Deposited Shares to the Voting Trustee and for so long as a Shareholder is the beneficial owner of the Deposited Shares, any and all right and power to make all decisions with respect to all matters respecting the Company which such Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the Company’s constating documents or any Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company voting separately as a class; or in respect of any matter to be approved by shareholders of the Company pursuant to the constating documents of the Company or under the Act. 3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect of the following matters: (a) the annual waiver of the requirement for the Company to appoint an auditor in accordance with the Act; (b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act; (c) approval of any required changes to the Articles or Notice of Articles of the Company, including in respect of any changes to the rights, privileges, restrictions and conditions attaching to any Shares; and (d) any other matter for which shareholders of the Company are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by at least the majority of the holders of Shares; and 3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote in the Voting Trustee’s place.
Appears in 1 contract
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a Shareholder has assigned and transferred a Shareholder’s legal interest in the Deposited Shares Subject to the Voting Trustee and for so long next sentence, as a Shareholder is the beneficial owner soon as practicable after receipt of the Deposited Shares, any and all right and power to make all decisions with respect to all matters respecting the Company which such Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the Company’s constating documents or any Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each Shareholder set out in Section 3.6.2, including, without limitation: in respect notice of any matter that, under the Act, requires approval by meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Company voting separately as a class; or Depositary shall fix the ADS Record Date in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any matter further action if the request shall not have been received by the Depositary at least 30 days prior to be approved by shareholders the date of such vote or meeting) and at the Company's expense and provided no U.S. legal prohibitions exist, which may in the reasonable discretion of the Depositary be supported by an opinion of counsel with respect to U.S. law furnished by the Company pursuant to the constating documents Depositary in a form and substance reasonably acceptable to the Depositary (furnished at the expense of the Company Company), mail by regular, ordinary mail delivery or under the Act.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf otherwise distribute to Holders as of the ShareholdersADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to at all times instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Holder's ADSs; and from time (c) a brief statement as to time during the term of this Agreement exercise all Trustee manner in which such instructions may be given. Voting Rights instructions may be given only in respect of a number of ADSs representing an integral number of Shares or other Deposited Securities. Upon the following matters:
timely receipt of written instructions of a Holder of ADSs on the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of this Agreement, the Company's Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Deposited Securities (ain person or by proxy) the annual waiver of the requirement for the Company to appoint an auditor represented by ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Act;
(b) Depositary nor the annual waiver of Custodian shall, under any circumstances exercise any discretion as to voting, and neither the requirement for Depositary nor the Board of Directors to produce and publish financial statements in accordance with the Act;
(c) approval of any required changes to the Articles or Notice of Articles of the CompanyCustodian shall vote, including in respect of any changes to the rights, privileges, restrictions and conditions attaching to any Shares; and
(d) any other matter for which shareholders of the Company are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by at least the majority of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person attempt to exercise the right to vote vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Securities represented by ADSs for which has been given no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Irish law, and in accordance with the terms of Section 10 of the Agreement, the Depositary shall not be liable for any failure to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy carry out any instructions to vote in any of the Voting Trustee’s placeDeposited Securities.
Appears in 1 contract
Sources: Deposit Agreement (C&c Group PLC)
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a Shareholder has assigned and transferred a Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the Deposited Shares, any and all right and power to make all decisions with respect to all matters respecting the Company Corporation which such a Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the Act.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:: FORM - DO NOT COPY
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), provided, however, that if with respect to the matter to be approved pursuant to Section 3.6.2(d), the Board of Directors has notified the Voting Trustee that such matter has not received the approval by holders of Shares; andat least 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), the Voting Trustee is hereby irrevocably instructed and authorized by each Shareholder to exercise all Trustee Voting Rights against such matter.
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote in the Voting Trustee’s place.
Appears in 1 contract
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ by being party to the Shareholder’s Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the ActAct or under the Shareholder’s Agreement.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act, or the annual approval of such financial statements, as applicable;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents or the Shareholder’s Agreement that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote Common shares in the Voting Trustee’s place.capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation),
Appears in 1 contract
Sources: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ by being party to the Shareholder’s Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the ActNRS, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the ActNRS or under the Shareholder’s Agreement.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the ActNRS;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act;
(c) NRS, or the annual approval of any required changes to the Articles or Notice of Articles of the Companysuch financial statements, including in respect of any changes to the rights, privileges, restrictions and conditions attaching to any Shares; and
(d) any other matter for which shareholders of the Company are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by at least the majority of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote in the Voting Trustee’s place.as applicable;
Appears in 1 contract
Sources: Trust Declaration and Voting Trust Agreement (Boxabl Inc.)
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the Act.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:: FORM - DO NOT COPY
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act, or the annual approval of such financial statements, as applicable;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares; andShares or to the Corporation’s constating documents that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering);
(d) if a Sale of the Corporation is to occur for which Drag-Along Approval (as defined below) has been obtained, and such Sale of the Corporation requires shareholder approval, the Voting Trustee shall vote all Shares in favour of, and adopt, such Sale of the Corporation (together with any related amendment to the Articles of Incorporation of the Corporation required to implement such Sale of the Corporation) and shall vote in opposition to any and all other proposals that could delay or impair the ability of the Corporation to consummate such Sale of the Corporation;
(e) if a Sale of the Corporation is to occur for which Drag-Along Approval has been obtained, and if the Selling Investors (as defined below), in connection with such Sale of the Corporation, appoint a shareholder representative (the ‘‘Shareholder Representative’’) with respect to matters affecting the Shareholders under the applicable definitive transaction agreements following consummation of such Sale of the Corporation, the Voting Trustee shall vote in favour of and consent to: (A) the appointment of such Shareholder Representative; (B) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations; and (C) the payment of such Shareholder’s proportionate portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Shareholder Representative in connection with such Shareholder Representative’s services and duties in connection with such Sale of the Corporation and its related service as the representative of the Shareholders; and
(f) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote Common shares in the Voting Trustee’s place.capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation),
Appears in 1 contract
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ by being party to the Shareholder’s Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the Act.Act or under the Shareholder’s Agreement. FORM - DO NOT COPY
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act, or the annual approval of such financial statements, as applicable;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents or the Shareholder’s Agreement that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote Common shares in the Voting Trustee’s place.capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation),
Appears in 1 contract
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a Shareholder has assigned and transferred a Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the Deposited Shares, any and all right and power to make all decisions with respect to all matters respecting the Company Corporation which such a Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any by being a party to the Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each Shareholder set out in Section 3.6.2, including, without limitation: (a) in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or (b) in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the ActAct or under the Shareholders’ Agreement.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents or the Shareholders’ Agreement that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), provided, however, that if with respect to the matter to be approved pursuant to Section 3.6.2(d), the Board of Directors has notified the Voting Trustee that such matter has not received the approval by holders of Shares; andat least 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), the Voting Trustee is hereby irrevocably instructed and authorized by each Shareholder to exercise all Trustee Voting Rights against such matter. FORM - DO NOT COPY
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote in the Voting Trustee’s place.
Appears in 1 contract
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a Shareholder has assigned and transferred a Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the Deposited Shares, any and all right and power to make all decisions with respect to all matters respecting the Company Corporation which such a Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any by being a party to the Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the ActAct or under the Shareholders’ Agreement.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents or the Shareholders’ Agreement that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY provided, however, that if with respect to the matter to be approved pursuant to Section 3.6.2(d), the Board of Directors has notified the Voting Trustee that such matter has not received the approval by holders of Shares; andat least 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), the Voting Trustee is hereby irrevocably instructed and authorized by each Shareholder to exercise all Trustee Voting Rights against such matter.
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote in the Voting Trustee’s place.
Appears in 1 contract
Voting of Deposited Shares. FORM - DO NOT COPY
3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the Act.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act, or the annual approval of such financial statements, as applicable;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares; andShares or to the Corporation’s constating documents that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering);
(d) any other matter if a Sale of the Corporation is to occur for which shareholders Drag-Along Approval (as defined below) has been obtained, and such Sale of the Company are being asked to vote uponCorporation requires shareholder approval, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that shall vote all Shares in favour of, and adopt, such matter has been approved by at least the majority Sale of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given Corporation (together with any related amendment to the Voting Trustee hereunder, Articles of Incorporation of the Corporation required to whom implement such Sale of the Voting Trustee will give a proxy to Corporation) and shall vote in opposition to any and all other proposals that could delay or impair the Voting Trustee’s place.ability of the Corporation to consummate such Sale of the Corporation;
Appears in 1 contract
Voting of Deposited Shares. ONLY
3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any by being a party to the Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the ActAct or under the Shareholders’ Agreement.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver any debt or equity financing of the requirement for Corporation (including any initial public offering) which has been determined by the Board of Directors to produce and publish financial statements be in accordance with the Act;
(c) approval of any required changes to the Articles or Notice of Articles best interests of the CompanyCorporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents or the Shareholders’ Agreement that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(dc) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the holders Shares in the capital of Shares; and
3.6.3 The Voting Trustee may choosethe Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, at his or her sole discretionapprovals and waivers in writing executed by such shareholders of the Corporation), FOR provided, however, that if with respect to appoint another Person the matter to exercise be approved pursuant to Section 3.6.2(d), the right to vote which Board of Directors has been given to notified the Voting Trustee hereunderthat such matter has not received the approval by holders of at least 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, to whom approvals and waivers in writing executed by such shareholders of the Corporation), the Voting Trustee will give a proxy is hereby irrevocably instructed and authorized by each Shareholder to vote in the exercise all Trustee Voting Trustee’s placeRights against such matter.
Appears in 1 contract
Sources: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ by being party to the Shareholder’s Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the ActNRS, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the ActNRS or under the Shareholder’s Agreement.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;NRS; FORM - DO NOT COPY
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act;
(c) NRS, or the annual approval of any required changes to the Articles or Notice of Articles of the Companysuch financial statements, including in respect of any changes to the rights, privileges, restrictions and conditions attaching to any Shares; and
(d) any other matter for which shareholders of the Company are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by at least the majority of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote in the Voting Trustee’s place.as applicable;
Appears in 1 contract
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ by being party to the Shareholder’s Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the ActAct or under the Shareholder’s Agreement.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;; FORM - DO NOT COPY
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act, or the annual approval of such financial statements, as applicable;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents or the Shareholder’s Agreement that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote Common shares in the Voting Trustee’s place.capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation),
Appears in 1 contract
Sources: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the Act.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act;, or the annual approval of such financial statements, as applicable;
(c) approval of (c) any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); and
(d) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the holders of Shares; and
3.6.3 The Voting Trustee may choose, at his or her sole discretion, to appoint another Person to exercise the right to vote which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote Common shares in the Voting Trustee’s place.capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY
Appears in 1 contract
Sources: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once a the Shareholder has assigned and transferred a the Shareholder’s legal interest in the Deposited Shares to be held in trust by the Voting Trustee and for so long as a Shareholder is the beneficial owner of the any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Company Corporation which such the Shareholder would otherwise have authority to vote upon, consent to, approve, waive, ratify or otherwise authorize which such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares or by virtue of the CompanyCorporation’s constating documents or any Shareholders’ Agreement (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of each the Shareholder set out in Section 3.6.2, including, without limitation: in respect of any matter that, under the Act, requires approval by the holders of Shares of the Company Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Company Corporation pursuant to the constating documents of the Company Corporation or under the Act.
3.6.2 Each Shareholder hereby irrevocably instructs and authorizes the Voting Trustee, on behalf of the Shareholders, to at all times and from time to time during the term of this Agreement exercise all Trustee Voting Rights in respect favour of the following matters:
(a) the annual waiver of the requirement for the Company Corporation to appoint an auditor in accordance with the Act;
(b) the annual waiver of the requirement for the Board of Directors to produce and publish financial statements in accordance with the Act, or the annual approval of such financial statements, as applicable;
(c) approval of any required changes to the Articles debt or Notice of Articles equity financing of the CompanyCorporation (including any initial public offering) which has been determined by the Board of Directors to be in the best interests of the Corporation to proceed with, including in respect of including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any SharesShares or to the Corporation’s constating documents that may, in the opinion of the Board of Directors, be necessary or desirable to facilitate any such debt or equity financing of the Corporation (including any initial public offering); REVIEW ONLY
(d) if a Sale of the Corporation is to occur for which Drag-Along Approval (as defined below) has been obtained, and such Sale of the Corporation requires shareholder approval, the Voting Trustee shall vote all Shares in favour of, and adopt, such Sale of the Corporation (together with any related amendment to the Articles of Incorporation of the Corporation required to implement such Sale of the Corporation) and shall vote in opposition to any and all other proposals that could delay or impair the ability of the Corporation to consummate such Sale of the Corporation;
(e) if a Sale of the Corporation is to occur for which Drag-Along Approval has been obtained, and if the Selling Investors (as defined below), in connection with such Sale of the Corporation, appoint a shareholder representative (the “Shareholder Representative”) with respect to matters affecting the Shareholders under the applicable definitive transaction agreements following consummation of such Sale of the Corporation, the Voting Trustee shall vote in favour of and consent to: (A) the appointment of such Shareholder Representative; (B) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations; and (C) the payment of such Shareholder’s proportionate portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Shareholder Representative in connection with such Shareholder Representative’s services and duties in connection with such Sale of the Corporation and its related service as the representative of the Shareholders; and
(df) any other matter for which shareholders of the Company Corporation are being asked to vote upon, consent to, approve, waive, ratify or otherwise authorize, only to the extent that the Board of Directors has notified to the Voting Trustee that such matter has been approved by holders of at least the majority 50.1% of the Shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), provided, however, that if with respect to the matter to be approved pursuant to Section 3.6.2(f), the Board of Directors has notified the Voting Trustee that such matter has not received the approval by holders of Shares; andat least 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation), the Voting Trustee is hereby irrevocably instructed and authorized by each Shareholder to exercise all Trustee Voting Rights against such matter.
3.6.3 The Voting Trustee may choose, at his or her their sole discretion, to appoint another Person to exercise the right at a meeting or to vote execute consents, approvals, waivers, resolutions, or other documents which has been given to the Voting Trustee hereunder, to whom the Voting Trustee will give a proxy to vote or so execute documents in the Voting Trustee’s place.
Appears in 1 contract
Sources: Voting Trust Agreement