A clause in a unitholders' agreement requiring unitholders to exercise voting rights to give effect to the 'intent and effect' of a sale restriction clause does not prevent unitholders from voting for a winding-up resolution under s 601NB, where the sale restriction is properly construed as applying only to sales before the determination of the trust. The 'intent and effect' of a provision for the purposes of a voting restriction clause is determined by the objective meaning of the provision, not by an expanded notion of its purpose. Obiter, a contractual restriction on voting at a s 601NB meeting is not unenforceable as contrary to the Corporations Act or public policy where court-ordered winding-up under s 601ND remains available.
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