Management Voting Trust Agreement definition

Management Voting Trust Agreement has the meaning set forth in the sixth recital paragraph hereof.
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Management Voting Trust Agreement means the Management Voting Trust Agreement entered into as of December 12, 1996, by and among the Company, Young & Rubicam Inc., a New York corporation, Young & Rubicam Inc., a Delaware corporation, the "Management Investors" and the "Voting Trustees" (each as defined therein), as it may be amended or supplemented from time to time.
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Management Voting Trust Agreement has the meaning ascribed thereto in the recitals; "Material Adverse Effect" shall mean a material adverse effect on the business, results of operations, prospects, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole; "1933 Act" means the United States Securities Act of 1933, as amended; "1934 Act" means the United States Securities Exchange Act of 1934, as amended; "1998 Annual Meeting" means the annual meeting of holders of Common Shares to be held on June 4, 1998 or at such other date as may be determined hereafter; "NASDAQ" has the meaning ascribed thereto in Section 4.25; "New Stock Option Plan" has the meaning ascribed thereto in Section 6.1(d); "NLRB" has the meaning ascribed thereto in Section 4.21; "Organizational Documents" shall mean the articles of incorporation, certificate of incorporation, by-laws, certificates of formation, or other constitutional documents; "Permitted Encumbrances" has the meaning ascribed thereto in Section 4.16(b); "Person" shall mean any natural person, company, corporation, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, including a government, or any political subdivision, department or agency of any government; "Purchase Price" has the meaning as ascribed thereto in Section 2; "Purchased Shares" has the meaning ascribed thereto in Section 2; "Real Property" means all of the Company's and its Subsidiaries' right, title and interest in and to all real property, including, without limitation, all fee titles, leaseholds, easements, rights of way and licenses and real property subject to operating or management agreements and the structures, improvements, buildings and fixtures located thereon; "Realty Use Rights" has the meaning ascribed thereto in Section 4.16(c); "Representative" shall mean a representative officer, director, employee, agent or other representative (including, without limitation, any investment banker, attorney or accountant); "Shareholder Approval" means the approval by shareholders of the Company as required by and in accordance with applicable rules, regulations, statutes or any other pronouncements of the TSE, NASDAQ or any federal, state, provincial or local governmental authority; "Shareholders Agreement" has the meaning ascribed thereto in the recitals; "Securities Act (Ontario)" means the Securities Act, R.S.O. 1990, c. S.5, as the same may be...
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Examples of Management Voting Trust Agreement 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.

  • Pursuant to the Management Voting Trust Agreement, the Trustee shall deliver such shares of Common Stock to the Voting Trustees in return for Voting Trust Certificates representing such shares of Common Stock.

  • 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.

  • Xxxxx Title: Managing Member The undersigned, as Depositary under the Management Voting Trust Agreement, hereby acknowledges the terms and provisions agreed to by the parties to this Assignment and Assumption Agreement and consents to the assignment and assumption of rights contemplated hereby.

  • 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).

  • 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.

  • Voting Trust Certificate for Shares of Money Market Preferred Stock, without par value See Reverse for Certain Information THIS IS TO CERTIFY THAT, upon the terms and subject to the conditions described in a certain Management Voting Trust Agreement (the "Voting Trust Agreement") pursuant to which this certificate has been issued, dated as of December 12, 1996, by and among Petex X.

  • The Investor hereby accepts the foregoing assignment of all of the Executives' right, title and interest in, to and under the Management Voting Trust Agreement and assumes all such rights, title and interest thereunder to the extent that the same may be assigned by the Executives.

  • While the Management Voting Trust Agreement is in effect, the shares of Common Stock represented by the Voting Trust Certificates held in the Trust Fund shall be voted by the Voting Trustees in accordance with the terms of such Management Voting Trust Agreement.

  • 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.


More Definitions of Management Voting Trust Agreement

Management Voting Trust Agreement. The Voting Trust Agreement by and among the Management Investors, the Restricted Stock Trust, Holdings, the Company and Y&R DEL, in the form attached hereto as Exhibit 4.
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Related to Management Voting Trust Agreement

  • Voting Trust Agreement means the Voting Trust Agreement entered into ---------------------- as of April 15, 1996 by and among Xxxxxx X. Xxxx; Xxxxx X. Xxxx, Xx.; Xxxxx X. Xxxx, Xx.; and F. Xxxxxx Xxxxxxx as the Voting Trustees and the stockholders of LSAI Holding Corp. who are parties thereto.

  • Liquidating Trust Agreement means an agreement evidencing the terms and provisions governing a Liquidating Trust that shall be entered into prior to the establishment of such Liquidating Trust and pursuant to which a Liquidating Trustee shall manage and administer Liquidating Trust Assets.

  • Litigation Trust Agreement means the trust agreement dated as of the Plan Implementation Date, between SFC and the Litigation Trustee, establishing the Litigation Trust.

  • Trust Agreement means this Amended and Restated Trust Agreement, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including all exhibits hereto, including, for all purposes of this Trust Agreement and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any such modification, amendment or supplement, respectively.

  • Liquidation Trust Agreement means the Liquidation Trust Agreement to be dated as of the Effective Date establishing the terms and conditions of the Liquidation Trust, substantially in the form attached hereto as Exhibit B.

  • Master Trust Agreement means the Second Amended and Restated Trust Agreement, dated as of May 8, 2019, between Verizon ABS II LLC, as depositor, and the Master Trust Owner Trustee, as amended, restated, supplemented or modified from time to time.

  • Collateral Trust Agreement means that certain Collateral Trust Agreement, dated as of the Closing Date, by and among Collateral Trustee and Lenders, as amended, restated, supplemented or otherwise modified from time to time.

  • Voting Trust has the meaning set forth in Section 2.2(b).

  • Vehicle Trust Agreement means that certain amended and restated trust agreement, dated as of September 27, 1996, as further amended as of May 25, 2000 and December 1, 2006 between BMW Manufacturing L.P., as grantor and initial beneficiary, and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as trustee.

  • Initial Trust Agreement shall have the meaning assigned to such term in Section 2.12 of the Trust Agreement.

  • Titling Trust Agreement means the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as the Grantor and the UTI Beneficiary, the Servicer, the Delaware Trustee, the Titling Trustee and the Trust Agent.

  • Original Trust Agreement has the meaning specified in the recitals to this Trust Agreement.

  • Class B Trust Agreement “Class B Trustee”, “Closing Date”, “Continental”, “Continental Bankruptcy Event”, “Controlling Party”, “Corporate Trust Office”, “Delivery Period Expiry Date”, “Downgraded Facility”, “Downgrade Event”, “Equipment Notes”, “Fee Letter”, “Final Legal Distribution Date”, “Financing Agreement”, “Investment Earnings”, “Liquidity Facility”, “Liquidity Obligations”, “Loan Trustee”, “Non-Extended Facility”, “Note Purchase Agreement”, “Operative Agreements”, “Participation Agreement”, “Performing Equipment Note”, “Person”, “Pool Balance”, “Rating Agencies”, “Regular Distribution Date”, “Replacement Liquidity Facility”, “Responsible Officer”, “Scheduled Payment”, “Special Payment”, “Stated Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”, “Transfer”, “Trust Agreement”, “Trustee”, “Underwriters”, and “Underwriting Agreement”.

  • Class A Trust Agreement Has the meaning specified in the Intercreditor Agreement.

  • Trust Agreements shall have the meanings ascribed to them in the introductory paragraph of the Authorized Participant Agreement.

  • SUBI Trust Agreement means the Vehicle Trust Agreement as supplemented by that certain supplement, dated as of October 11, 2023, among the parties to the Vehicle Trust Agreement, as amended or supplemented from time to time.

  • Pass Through Trust Agreement means each of the two separate Trust Supplements relating to the Pass Through Trusts, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Related Pass Through Trust Agreement Means the Basic Agreement as supplemented by the Trust Supplement No. 2000-2B-S dated the date hereof relating to the Continental Airlines Pass Through Trust 2000-2B-S and entered into by the Company and the Trustee, which agreement becomes effective upon the execution and delivery of the Assignment and Assumption Agreement pursuant to Section 7.01 of this Trust Supplement.

  • Voting Agreements has the meaning set forth in the Recitals.

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on March 1st 2015.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Basic Pass Through Trust Agreement means the Pass Through Trust Agreement, dated October 3, 2012, between Owner and Pass Through Trustee, but does not include any Trust Supplement.

  • Security Trust Agreement means that certain security trust agreement dated on or about the Merger Closing Date made between the Security Trustee and the Lenders and relating to the appointment of the Security Trustee as trustee of the Security.