Management Voting Trust definition
Examples of Management Voting Trust in a sentence
This Agreement may be amended, modified or supplemented or any term or condition waived only by a written instrument executed by the parties hereto; provided, however, that pursuant to the Management Voting Trust Agreement, each Management Investor has delegated to the Voting Trustees the authority to act on his or her behalf for purposes of this Section 6.04.
For so long as the Management Voting Trust is in existence, the Management Voting Trust agrees to take all such steps (including voting all Shares and all shares of Money Market Preferred Stock as to which it has voting power to elect and re-elect individuals as directors, to remove directors and to fill vacancies) as requested by the H&F Investors and permitted to be taken by the Management Voting Trust to attempt to effectuate any such replacement requested by the H&F Investors.
Subject to Section 6.04 hereof, any two of the Company, the Ultimate General Partner and the Management Voting Trust may by notice to the third such party hereto (a) extend the time for the performance of any of the obligations or other actions of such third party under this Agreement; (b) waive compliance with any of the conditions or covenants of such third party contained in this Agreement; and (c) waive or modify performance of any of the obligations of such third party under this Agreement.
The Company and the Management Voting Trust shall not register, recognize or give effect to any such Non-Conforming Transfer, and the Company and the Management Voting Trust, as the case may be, shall continue to recognize on their respective books and records the transferor of such Shares or related Voting Trust Certificates as the holder thereof.
The Trustee shall not make any payments with respect to Participants or Indemnitees from the Trust Fund except as provided in Sections 5.1, 5.2 and 5.5, and the Trustee shall, to the maximum extent permitted by applicable law, be fully protected in acting in respect of or upon the Plan, the Contribution Agreement, the Management Voting Trust Agreement and any written statement, affidavit, direction, order or certification provided for hereunder.
If the value of the shares of Common Stock represented by the Voting Trust Certificate so surrendered and delivered is greater than the amount necessary to satisfy the indemnity obligations under Article IX of the Contribution Agreement, the Management Voting Trust shall deliver a Voting Trust Certificate representing the number of shares of Common Stock equal to such excess value to the Restricted Stock Trust in accordance with Section 1.3 hereof.
With respect to any delivery of shares of Common Stock by the Management Voting Trust to the Company requested by the Trustee pursuant to Section 5.2(a) hereof or any delivery of shares of Common Stock by the Company to any Indemnitee pursuant to Section 9.3 of the Contribution Agreement, the Trustee shall not be required to take any action to compel any such delivery not explicitly required by this Trust Agreement.
The Indemnitees shall take all appropriate action to permit and authorize the Restricted Stock Trust fully to participate, to the extent provided above, in the defense of any such claim and to keep the Management Voting Trust apprised at all times as to the status of the defense.
The rights granted to the HFCP Investors and the Management Voting Trust hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's Common Stock under any agreement in effect on the date hereof.
The Investor hereby accepts the foregoing appointment as Voting Trustee under the Management Voting Trust Agreement and agrees to be bound by the provisions of the Management Voting Trust Agreement as if it were an original signatory thereto.