Common use of Amendment of Trust Instrument Clause in Contracts

Amendment of Trust Instrument. 6.3.1 Except in the event of a Change of Control, this Trust may be amended by consent of a majority of the then current Board of Directors and the Trustee, provided, however, no such amendment shall be effective (a) following a Change of Control, or (b) so as to reduce indemnification or advancement of expenses otherwise available to a Beneficiary of this Trust for any Claim then existing and still pending or with respect to any later asserted Claim arising out of a Covered Act occurring before the effective date of such amendment and provided further, that approval of the Trustee shall only be required if the proposed amendment affects in any way the Trustee’s rights or duties under this Agreement. If the Trust is amended without the consent of the Trustee as permitted above, Grantor shall deliver notice of amendment to the Trustee or its successor in interest thirty (30) days prior to the proposed effective date of the amendment by an instrument in writing executed by Grantor and the Beneficiaries’ Representative, together with a certified copy of the resolution of Grantor’s Board of Directors authorizing such amendment. Grantor shall send a copy of such notice to each individual Beneficiary or his or her successors in interest. 6.3.2 In the event of a proposed amendment of this Trust, a Beneficiary may assert a Demand if, in the Beneficiary’s good faith judgment, there is a reasonable likelihood that following such proposed amendment, a Claim will be asserted arising out of a Covered Act that occurred before the effective date of such amendment and that will be affected by such amendment. If so made, such Demand(s) shall be treated as a then existing and still pending Demand hereunder.

Amendment of Trust Instrument. 6.3.1 Except in the event of a Change of Control, this Trust may be amended by consent of a majority of the then current Board of Directors Directors, a majority of the Beneficiaries serving as Officers at the time and the Trustee, provided, however, no such amendment shall be effective (ai) following a Change of Control, or (bii) so as to reduce indemnification or advancement of expenses otherwise available to a Beneficiary of this Trust for any Claim then existing and still pending or with respect to any later asserted Claim arising out of a Covered Act occurring before the effective date of such amendment and provided further, that approval of the Trustee shall only be required if the proposed amendment affects in any way the Trustee’s rights or duties under this Agreement. If the Trust is amended without the consent of the Trustee as permitted provided above, the Grantor shall deliver notice of amendment to the Trustee or its successor in interest thirty (30) days prior to the proposed effective date of the amendment by an instrument in writing executed by the Grantor and the Beneficiaries’ Representative, together with a certified copy of the resolution of the Grantor’s Board of Directors authorizing such amendment. The Grantor shall send a copy of such notice to each individual Beneficiary or his or her successors in interest. 6.3.2 In the event of a proposed amendment of this Trust, a Beneficiary may assert a Demand if, in the such Beneficiary’s good faith judgment, there is a reasonable likelihood that following such proposed amendment, a Claim will be asserted arising out of a Covered Act that occurred before the effective date of such amendment and that which will be affected by such amendment. If so made, such Demand(s) shall be treated as a then existing and still pending Demand hereunder.

Amendment of Trust Instrument. 6.3.1 Except in the event of a Change of Control, this Trust may be amended by consent of a majority of the then current Board of Directors Directors, a majority of the then living Beneficiaries and the Trustee, provided, however, no such amendment shall be effective (ai) following a Change of Control, or (bii) so as to reduce indemnification or advancement of expenses otherwise available to a Beneficiary of this Trust for any Claim then existing and still pending or with respect to any later asserted Claim arising out of a Covered Act occurring before the effective date of such amendment and provided further, that approval of the Trustee shall only be required if the proposed amendment affects in any way the Trustee’s rights or duties under this Agreement. If the Trust is amended without the consent of the Trustee as permitted above, the Grantor shall deliver notice of amendment to the Trustee or its successor in interest thirty (30) days prior to the proposed effective date of the amendment by an instrument in writing executed by the Grantor and the Beneficiaries’ Representative, together with a certified copy of the resolution of the Grantor’s Board of Directors authorizing such amendment. The Grantor shall send a copy of such notice to each individual Beneficiary or his or her successors in interest. 6.3.2 In the event of a proposed amendment of this Trust, a Beneficiary may assert a Demand if, in the Beneficiary’s good faith judgment, there is a reasonable likelihood that following such proposed amendment, a Claim will be asserted arising out of a Covered Act that occurred before the effective date of such amendment and that will be affected by such amendment. If so made, such Demand(s) shall be treated as a then existing and still pending Demand hereunder.

Amendment of Trust Instrument. 6.3.1 Except in the event of a Change change of Controlcontrol, this Trust may be amended by consent of a majority of the then current Grantor’s Board of Directors Directors, a majority of the then living Beneficiaries and the Trustee, provided, however, no such amendment shall be effective (ai) following a Change of Control, or (bii) so as to reduce indemnification or advancement of expenses otherwise available to a Beneficiary of this Trust for any Claim then existing and still pending or with respect to any later asserted Claim arising out of a Covered Act occurring before the effective date of such amendment and provided further, that approval of the Trustee shall only be required if the proposed amendment affects in any way the Trustee’s rights or duties under this Agreement. If the Trust is amended without the consent of the Trustee as permitted provided above, the Grantor shall deliver notice of amendment to the Trustee or its successor in interest thirty (30) days prior to the proposed effective date of the amendment by an instrument in writing executed by the Grantor and the Beneficiaries’ Representative, together with a certified copy of the resolution of the Grantor’s Board of Directors authorizing such amendment. The Grantor shall send a copy of such notice to each individual Beneficiary or his or her successors in interest. 6.3.2 In the event of a proposed amendment of this Trust, a Beneficiary Beneficiaries may assert a Demand if, in the Beneficiary’s such Beneficiaries’ good faith judgment, there is a reasonable likelihood that following such proposed amendment, a Claim will be asserted arising out of a Covered Act that occurred before the effective date of such amendment and that which will be affected by such amendment. If so made, such Demand(s) shall be treated as a then existing and still pending Demand hereunder.

Amendment of Trust Instrument. 6.3.1 Except in the event of a Change of Control, this Trust may be amended by consent of a majority of the then current Board of Directors Directors, a majority of the Beneficiaries serving as Executive Officers at the time and the Trustee, provided, however, no such amendment shall be effective (a) following a Change of Control, or (b) so as to reduce indemnification or advancement of expenses otherwise available to a Beneficiary of this Trust for any Claim then existing and still pending or with respect to any later asserted Claim arising out of a Covered Act occurring before the effective date of such amendment and provided further, that approval of the Trustee shall only be required if the proposed amendment affects in any way the Trustee’s rights or duties under this Agreement. If the Trust is amended without the consent of the Trustee as permitted provided above, Grantor shall deliver notice of amendment to the Trustee or its successor in interest thirty (30) days prior to the proposed effective date of the amendment by an instrument in writing executed by Grantor and the Beneficiaries’ Representative, together with a certified copy of the resolution of Grantor’s Board of Directors authorizing such amendment. Grantor shall send a copy of such notice to each individual Beneficiary or his or her successors in interest. 6.3.2 In the event of a proposed amendment of this Trust, a Beneficiary may assert a Demand if, in the such Beneficiary’s good faith judgment, there is a reasonable likelihood that following such proposed amendment, a Claim will be asserted arising out of a Covered Act that occurred before the effective date of such amendment and that will be affected by such amendment. If so made, such Demand(s) shall be treated as a then existing and still pending Demand hereunder.