Voting Committee definition

Voting Committee means a committee consisting of one person designated by the ▇▇▇▇▇ Designator, who initially shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, one person designated by the ▇▇▇▇ Designator, who initially shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇, and one person designated by the ▇▇▇▇ Designator, who initially shall be ▇▇▇▇. All voting and other decisions by the Voting Committee shall require the approval of a majority of its members.

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Voting Committee means, subject to Clause 8.4 below, a committee consisting of the following persons:

Voting Committee means a committee of three to five individuals, which is responsible for directing the Trustee and consulting with the Beneficiaries with respect to exercise of the Voting Rights as set forth in Sections 5.02, 5.03 and 5.05. The initial Voting Committee shall consist of: (i) one individual who is an employee or agent of the Trustee selected by the Trustee (the “Trustee Representative”); (ii) one Qualified Director selected by the Independent Board (the “Independent Board Representative”); and (iii) one to three additional individuals designated by the Voting Committee, subject to the consent of the Independent Board, which shall not be unreasonably withheld, conditioned or delayed (each member of the Voting Committee under this clause (iii) being an “Unrelated Representative”). The initial members of the Voting Committee shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇. All members of the Voting Committee shall, at the time of their appointment to the Voting Committee and during his or her membership on the Voting Committee, be Qualified (except that the Trustee Representative need not be Trustee-Independent). The Voting Committee shall notify the Trustee of any individual selected to be a member. In the case of the Independent Board Representative, such notice shall be accompanied by a certificate executed by an officer of the Company to the effect that the Independent Board Representative is Qualified. In the case of an Unrelated Representative, such notice shall be accompanied by a certificate executed by the Unrelated Representative to the effect that he or she understands the requirements of being, and is, Qualified. The Trustee shall have the right to conclusively rely on any such certification for all purposes hereunder. The Voting Committee shall establish such rules as may from time to time be necessary or appropriate for the conduct of the business of the Voting Committee in accordance with this Agreement. The Voting Committee may from time to time appoint as secretary a person who may, but need not, be a member of the Committee, who will maintain minutes of the Voting Committee’s meetings. A certificate of the secretary of the Voting Committee setting forth the names of the members of the Committee, or actions taken by the Voting Committee shall be sufficient evidence at all times as to the persons constituting the Voting Committee, or such actions taken.

Examples of Voting Committee in a sentence

• In the event any person who is then serving as a member of the Voting Committee resigns or is otherwise unable to continue to serve as such, then the remaining members of the Voting Committee will appoint the successor Voting Committee member.

• Accordingly, I have directed the General Partner Voting Committee to take direction from the Republic Shares Voting Committee when voting shares of Republic Bancorp, including the sale of the bank.

• Further, Republic Bancorp, as a corporation, has created, and will maintain, a committee that at an appropriate time may entertain sale of Republic Bancorp and it is my expectation that the General Partnership Voting Committee and the Republic Shares Voting Committee will give due regard to that corporate committee.

• If the two descendants of my mother who are members of the General Partnership Voting Committee cannot agree then the Tiebreaker will cast the deciding vote and the vote of the General Partnership Voting Committee will be considered to be that of the Tiebreaker.

• The members of the General Partnership Advisory Committee and Republic Shares Voting Committee will be fiduciaries but no member of either Committee will at any time be held liable for any action taken or not taken (including any action taken or not taken in exercising a business judgment) unless such member has acted in willful misconduct, bad faith or self-dealing.

• One of my descendants, and one of my sister’s descendants, will constitute the General Partnership Voting Committee.

• The General Partnership Voting Committee may at any time by giving written notice to the Trustees of the trusts owning the general partnership units of Teebank Family Limited Partnership and Jaytee Properties Limited Partnership replace the Tiebreaker with an individual over the age of 30 at such time, and will do so within 45 days of the death or disability of the Tiebreaker.

• The spouse of a deceased or disabled descendant may participate in choosing a family representative on behalf of any minor descendant of a child of mine or my sister, but only descendants of my mother may serve as a member of the General Partnership Voting Committee.

• The Partners shall pay for or reimburse the reasonable expenses incurred by a member of the Republic Shares Voting Committee in connection with any such proceeding in advance of final disposition thereof.

• The termination of any action, claim, demand, suit or proceeding by judgment, order, settlement, or its equivalent, will not, of itself, create a presumption that a member of the Republic Shares Voting Committee acted in manner that would give rise to liability.

More Definitions of Voting Committee

Voting Committee means the three (3) person committee established under the Equity Trust Agreement to provide instructions to the trustee of the Equity Trust with respect to the voting of the New Common Stock issued to or for the benefit of Servicios pursuant to the Plan.

Voting Committee means the voting committee established pursuant to the Voting Agreement.

Voting Committee means a committee of three to five individuals, which is responsible for directing the Trustee and consulting with the Beneficiaries with respect to exercise of the Voting Rights as set forth in Sections 5.02, 5.03 and 5.05. The initial Voting Committee shall consist of: (i) one individual who is an employee or agent of the Trustee selected by the Trustee (the “Trustee Representative”); (ii) one Qualified Director selected by the Independent Board (the “Independent Board Representative”); and (iii) one to three additional individuals designated by the Voting Committee, subject to the consent of the Independent Board, which shall not be unreasonably withheld, conditioned or delayed (each member of the Voting Committee under this clause (iii) being an “Unrelated Representative”). The initial members of the Voting Committee shall be Rohit Vishnoi, James Kronenberg, Thomas Allison, Donald Stern and Dan Dalton. All members of the Voting Committee shall, at the time of their appointment to the Voting Committee and during his or her membership on the Voting Committee, be Qualified (except that the Trustee Representative need not be Trustee-Independent). The Voting Committee shall notify the Trustee of any individual selected to be a member. In the case of the Independent Board Representative, such notice shall be accompanied by a certificate executed by an officer of the Company to the effect that the Independent Board Representative is Qualified. In the case of an Unrelated Representative, such notice shall be accompanied by a certificate executed by the Unrelated Representative to the effect that he or she understands the requirements of being, and is, Qualified. The Trustee shall have the right to conclusively rely on any such certification for all purposes hereunder.

Voting Committee has the meaning ascribed to that term in Clause 12(b)(i).