Examples of Management Voting Trust in a sentence
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.
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.
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.
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.
Notwithstanding anything in this Article 3 to the contrary, the HFCP Investors and the Management Voting Trust shall be entitled to participate in any Company Registration and related offering upon terms at least as favorable as those upon which any other Company stockholder is entitled to participate therein, subject to Section 3.2(b).
Each account so filed shall be open to inspection at the office of the Trustee during normal business hours by any of the Company, the Management Voting Trust or the HFCP Investors (and any person designated by such an entity) at a time mutually acceptable to the Trustee and such entity (or such designee) for a period of 60 days immediately following the date on which the account is filed with the Company.
Subject to paragraph (b) below, if at any time there is no CEO, or if the chief executive officer of the Company was not approved in advance by the Management Voting Trust, a majority vote of the Voting Trustees then in office shall be sufficient to constitute the action of, and shall be binding upon, the Management Voting Trust, unless and until a new CEO is elected with the prior approval of the Management Voting Trust.
Effective as of the Closing Date, each Executive hereby resigns from the position of Voting Trustee (as defined in the Management Voting Trust Agreement) under the Management Voting Trust Agreement and appoints the Investor as its successor, in accordance with the provisions of Section 12 (b) thereunder, to exercise all of the rights, powers and discretions of the Voting Trustee granted thereunder.
The sale, transfer or other disposition of the securities represented by this certificate and certain other rights and obligations of the holder of this certificate are also subject to the Stockholders' Agreement and the Management Voting Trust Agreement, each dated as of December 12, 1996 and by and among the Company and the other parties thereto (copies of which are available for review at the principal office of the Company by contacting the Secretary of the Company).
Special meetings of the Management Voting Trust may be called by the CEO or by any other two Voting Trustees on at least twenty-four hours' written notice to each Voting Trustee (except to any Voting Trustee who attends such meeting or waives such notice in writing, whether prior to or following such meeting) delivered personally or by telegram or facsimile transmission or by electronic mail.