Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters: (a) the annual waiver of the requirement for the 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) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY
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Samples: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:: FORM - DO NOT COPY
(a) the annual waiver of the requirement for the 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;applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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) 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY,
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Voting of Deposited Shares. FORM - DO NOT COPY
3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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;applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY,
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Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents or 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 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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 ActNRS, or the annual approval of such financial statements, as applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPYapplicable;
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Samples: Trust Declaration and Voting Trust Agreement (Boxabl Inc.)
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents or 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 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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;applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY,
Appears in 1 contract
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the a Shareholder has assigned and transferred the 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 any the Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which the 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 Corporation’s constating documents or 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 the 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 Corporation voting separately as a class; or (b) in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 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 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, 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.
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Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents or 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 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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;applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY,
Appears in 1 contract
Samples: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents or 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 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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 ActNRS, or the annual approval of such financial statements, as applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPYapplicable;
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Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 Corporation’s constating documents (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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;applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved by holders of at least 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 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPYthe 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 their sole discretion, to appoint another Person to exercise the right at a meeting or to 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
Samples: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the a Shareholder has assigned and transferred the 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 any the Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which the 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 Corporation’s constating documents or 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 the 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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, or the annual approval of such financial statements, as applicable;;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 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 COPYCOPY 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 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, 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.
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Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once Subject to the Shareholder has assigned next sentence, as soon as practicable after receipt of notice of any 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 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 further action if the request shall not have been received by the Depositary at least 30 days prior to the date of such vote or meeting) and transferred at the Shareholder’s Company's expense and provided no U.S. legal interest prohibitions exist, which may in the Deposited Shares to reasonable discretion of the Depositary be held in trust supported by the Voting Trustee and for so long as a Shareholder is the beneficial owner an opinion of any Deposited Shares, any and all right and power to make any and all decisions counsel with respect to U.S. law furnished by the Company to the Depositary in a form and substance reasonably acceptable to the Depositary (furnished at the expense of the Company), mail by regular, ordinary mail delivery or otherwise distribute to Holders as of the ADS 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 all matters respecting the Corporation provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Shareholder would otherwise have authority Company), to 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 (c) a brief statement as to the manner in which such instructions may be given. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Shares or other Deposited Securities. Upon the 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 uponor cause the Custodian to vote the Shares and/or other Deposited Securities (in person or by proxy) represented by ADSs evidenced by such Receipt in accordance with such voting instructions. Neither the Depositary nor the Custodian shall, consent tounder any circumstances exercise any discretion as to voting, approveand neither the Depositary nor the Custodian shall vote, waiveattempt to exercise the right to vote, ratify or otherwise authorize 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 such Shareholder may have or may in the future have by virtue of such Shareholder’s ownership of the Deposited Shares by virtue of the Corporation’s constating documents (the “Trustee Voting Rights”) will be exercised exclusively no specific voting instructions are received by the Voting Trustee Depositary from the Holder shall not be voted. Notwithstanding the above, save for applicable provisions of Irish law, and in accordance with the voting, consent, approval and waiver instructions terms of Section 10 of the Shareholder set Agreement, the Depositary shall not be liable for any failure to carry 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 instructions to vote any of the Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the Corporation or under the ActDeposited Securities.
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 favour of the following matters:
(a) the annual waiver of the requirement for the 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) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY
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Samples: Deposit Agreement (C&c Group PLC)
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the a Shareholder has assigned and transferred the 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 any the Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation Company which the 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 CorporationCompany’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 the 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 Corporation Company voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation Company pursuant to the constating documents of the Corporation 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 favour respect of the following matters:
(a) the annual waiver of the requirement for the Corporation 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, or the annual approval of such financial statements, as applicable;;
(c) (c) approval of any debt required changes to the Articles or equity financing Notice of Articles of the Corporation (Company, including any initial public offering) which has been determined by the Board in respect of Directors to be in the best interests of the Corporation to proceed with, including, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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)Shares; and
(d) any other matter for which shareholders of the Corporation 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 least 50.1% of his or her sole discretion, to appoint another Person to exercise the Common shares 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 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 COPYVoting Trustee’s place.
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Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 by virtue of the Corporation’s constating documents or 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 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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;applicable;
(c) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPY,
Appears in 1 contract
Samples: Voting Trust Agreement
Voting of Deposited Shares. ONLY
3.6.1 Each Shareholder agrees that once the Shareholder has assigned and transferred 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 any Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which 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 Corporation’s constating documents or 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 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:
(a) the annual waiver of the requirement for the 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) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 the Voting Trustee that such matter has been approved by holders of at least 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), FOR 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 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, approvals and waivers in writing executed by such shareholders of the Corporation), FORM - DO NOT COPYthe Voting Trustee is hereby irrevocably instructed and authorized by each Shareholder to exercise all Trustee Voting Rights against such matter.
Appears in 1 contract
Samples: Voting Trust Agreement
Voting of Deposited Shares. 3.6.1 Each Shareholder agrees that once the a Shareholder has assigned and transferred the 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 any the Deposited Shares, any and all right and power to make any and all decisions with respect to any and all matters respecting the Corporation which the 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 Corporation’s constating documents (the “Trustee Voting Rights”) will be exercised exclusively by the Voting Trustee in accordance with the voting, consent, approval and waiver instructions of the 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 Corporation voting separately as a class; or in respect of any matter to be approved by shareholders of the Corporation pursuant to the constating documents of the 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 favour of the following matters:: FORM - DO NOT COPY
(a) the annual waiver of the requirement for the 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) (c) any debt or equity financing of the Corporation (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, without limitation, any changes to the rights, privileges, restrictions and conditions attaching to any Shares 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 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 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 COPYprovided, 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 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, 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.
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