Voting Participations Clause Samples
The Voting Participations clause defines the rights and procedures for parties to participate in voting processes within an organization or agreement. It typically outlines who is eligible to vote, how votes are cast (such as in person, by proxy, or electronically), and the weight or value of each participant's vote. This clause ensures that decision-making is conducted fairly and transparently, clarifying how collective choices are made and helping to prevent disputes over voting rights or procedures.
Voting Participations. Notwithstanding anything in this Section 10.06 to the contrary, any Farm Credit System Institution that (a) has purchased a participation in the minimum amount of $10,000,000 on or after the Original Closing Date, (b) is, by written notice to the Company and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a Voting Participant hereunder (any Farm Credit System Institution so designated being called a “Voting Participant”) and (c) receives the prior written consent of the Company and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action; provided that (a) if any Voting Participant has at any time failed to fund any portion of its participation when required to do so and notice of such failure has been delivered by the selling Lender to the Administrative Agent, then until such time as all amounts of such Voting Participant’s participation required to have been funded have been funded and notice of such funding has been delivered by the selling Lender to the Administrative Agent, such Voting Participant shall not be entitled to exercise its voting rights pursuant to the terms of this clause (g), and the voting rights of the selling Lender shall not be correspondingly reduced by the amount of such Voting Participant’s participation and (b) in no event will a Voting Participant be a Lender for any purpose under this Agreement, nor will the Company have any direct contractual agreements or obligations with a Voting Participant under this Agreement (other than with respect to the voting rights specifically granted to Voting Participants herein and the rights specifically granted to Participants under this Section 10.06). To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of an assignee as set forth in Exhibit E hereto and (ii) state the Dollar amount of the participation purchased. The selling Lender and the Voting Participant shall promptly notify the Administrative Agent and the Company of any termination of, or reduction or increase in the amount of, the ...
Voting Participations. Notwithstanding the provisions of Section 10.13(a), a Lender may sell a participation (a “Voting Participation”) in its Commitment (and Loans or other Obligations made thereunder) to a Voting Participant whereby such Voting Participant shall be accorded the voting rights of such Lender to the extent of such Voting Participation, and the voting rights of such Lender shall be reduced accordingly; provided, however, that no Lender may sell such Voting Participation in any portion of its Commitment (including Loans and other Obligations) that is less than Five Million Dollars ($5,000,000) (unless to another Lender) or which leaves the selling Lender with a Commitment (including Loans and other Obligations) that is less than Five Million Dollars ($5,000,000) after giving effect to such Voting Participation and all previous Voting Participations. For the avoidance of doubt, where any matter contained in this Agreement requires the vote, agreement or consent of all of the Lenders, then such matter shall also require the vote, agreement or consent (as the case may be) of the Voting Participants. Each Voting Participant shall provide such information concerning the details of its participation (such as its contact details, the dollar amount of the participation purchased and a copy of the participation agreement) as Administrative Agent shall reasonably request, and the parties to such Voting Participation shall cause to be paid to Administrative Agent a processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500). Sub-participations of a Voting Participation by a Voting Participant shall not be permitted hereunder.