Appointment of Voting Trustee. In consideration of the mutual covenants and agreements contained in this Trust Agreement, the Beneficiaries hereby create a trust, and each Beneficiary appoints Xxxxx X. Xxxx as Voting Trustee of such trust and hereby sets aside, transfers, and delivers to the Voting Trustee the Shares. The Voting Trustee shall hold the Shares in trust for the term set forth in Paragraph 9.1 (Term Of The Trust) and for the benefit of the Beneficiaries, and the heirs, executors, administrators, successors and assigns of the Beneficiaries. Xxxxx X. Xxxx agrees to serve as the Voting Trustee of the Trust and accepts title to the Shares which are conveyed or transferred to the Voting Trustee under this Trust Agreement, without liability or responsibility for the condition or validity of that title. Such Shares are subject to those proxies previously granted by the owners of such Shares pursuant to the First Amendment to the Headlands Shareholders Settlement and Mutual Release Agreement dated July 26, 1996 (the "Proxies"), and subject to the agreement titled "Agreement Between Stockholders and Operating Philosophy and Principles of a New Corporation dated April 30, 1986" (the "Shareholder Agreement"). Each Beneficiary agrees that the transfer to the Voting Trustee is not a sale or other transfer under the Shareholder Agreement. The Shares have been or will be conveyed or transferred to the Voting Trustee, in trust, with power of sale, only for the uses and purposes and upon the terms set forth in this Trust Agreement. The Voting Trustee agrees to perform the duties of the Voting Trustee and to hold the trust estate, the proceeds thereof, and any other property which may be later added to the trust estate according to the terms of this Trust Agreement. Any shares of stock of one or more of the Companies which may be issued to subscribers other than the Beneficiaries may be similarly subject to all of the terms and conditions of this Trust Agreement upon the following: (i) the Voting Trustee consents to the receipt of the subscribers' stock in one or more of the Companies; (ii) such subscriber endorses and delivers to the Voting Trustee the stock certificates of one or more of the Companies; and (iii) such subscriber signs this Trust Agreement. The trust created by this Trust Agreement is not intended to be, shall not be deemed to be, and shall not be treated as, a general partnership, limited partnership, joint venture, corporation or joint stock company or association. The rel...

Appointment of Voting Trustee. 2.1. Sunbase shall nominate the initial Voting Trustee. The Voting Trustee shall be a resident United States citizen and have had no prior contractual, material financial or employment relationship with the Corporation or any Affiliate of the Corporation. CFIUS shall receive notice of the selection of the Voting Trustee. The Voting Trustee shall be acceptable to the Department of Defense ("DOD"). The Voting Trustee will be someone who has no current or prior contractual, material financial, or employment relationship with the Government of the People's Republic of China or any entity thereof, or any political party of the People's Republic of China, provided that the Voting Trustee's prior ------------- relationship with the entities identified on Schedule A to the Agreement shall not be deemed a violation of this provision and without implying that such entities would fall within the foregoing prohibition. During his tenure as Voting Trustee, the Voting Trustee will not enter into any of the aforementioned relationships. The Term "Affiliate" shall mean, with respect to any entity, any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such entity. The term "Person" shall mean any individual, corporation, partnership, association, trust, limited liability company or any other entity or organization.

Appointment of Voting Trustee. (a) The Voting Trustee hereunder shall be Howexx X. Xxxxx, Xx. xxx the Company's stock certificates to be issued as provided aforesaid shall be issued to and held by the Voting Trustee in the name of "Howexx X. Xxxxx, Xx. xx Voting Trustee." (b) The Voting Trustee (and any successor trustee) may at any time resign by mailing to the registered holders of Voting Trust Certificates a written resignation, to take effect ten days thereafter, or upon the prior acceptance thereof. Upon the death, incapacity or unwillingness to act of Howexx X. Xxxxx, Xx. xx upon his resignation as Voting Trustee, such person as is unanimously selected by the Trustees of the Irrevocable Trust shall become successor Voting Trustee for Howexx X. Xxxxx, Xx.

Appointment of Voting Trustee. The Participant hereby appoints the Voting Trustee as its attorney in respect of the Equity Plan Shares and to act on its behalf, subject to the terms of this Agreement, of the Equity Plan Shares and the Voting Trustee hereby accepts such appointment.

Appointment of Voting Trustee. The Shareholder hereby irrevocably appoints the Voting Trustee to represent him or her in his or her capacity as a shareholder of the Corporation in respect of the Voting

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Appointment as Proxy Voting Agent Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.
Appointment of Administrative Trustees (a) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. Each of the individuals identified as an “Administrative Trustee” in the preamble of this Trust Agreement hereby accepts his or her appointment as such. (b) Except where a requirement for action by a specific number of Administrative Trustees is expressly set forth in this Trust Agreement, any act required or permitted to be taken by, and any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 8.11, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Trust Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement.
Appointment of Co-Trustee (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction or otherwise, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustees, of all or any part of this Indenture, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.09 and no notice to the Holders of the appointment of any co-trustee or separate trustee shall be required. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (1) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee. (2) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (3) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 7.12. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies, and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.
Appointment of Advisor The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).
APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.
Appointment of Trustee The Depositor hereby appoints Wilmington Trust Company as Trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.
Appointment of Rights Agent The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Shares) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable.
Appointment of Administrator Each Trust hereby appoints EIS as Administrator of the Trust and each of its series listed on SCHEDULE A attached hereto on the terms and conditions set forth in this Agreement; and EIS hereby accepts such appointment and agrees to perform the services and duties set forth in Section 2 of this Agreement in consideration of the compensation provided for in Section 4 hereof.

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