Dissolution and Termination of Trust. (a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 9.4.
(b) Notwithstanding anything in Section 9.5 to the contrary, the Trustees may without Shareholder approval (unless such approval is required by the 1940 Act) in dissolution of the Trust or any Class, liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable law, including, without limitation,
(i) sell and convey all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series thereof; or
(ii) at any time sell and convert into money all of the assets of the Trust or any Class. Following a sale or conversion in accordance with the foregoing sub-Section 9.4(b)(i) or (ii), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets allocated to that Class over the liabilities allocated to such Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust.
(c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust (in the case of a sale or conversion with respect to the Trust) or any affected Class shall terminate and the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged. Upon termina...
Dissolution and Termination of Trust. (a) The Trust shall dissolve upon the earliest of:
(i) the bankruptcy of the Holder of the Common Securities or the Sponsor;
(ii) the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or the revocation of the Sponsor’s charter and the expiration of 90 days after the revocation without a reinstatement thereof;
(iii) the entry of a decree of judicial dissolution of the Sponsor or the Trust;
(iv) the time when all of the Securities shall have been called for redemption and the amounts then due shall have been paid to the Holders in accordance with the terms of the Securities;
(v) at the Sponsor’s election by notice and direction to the Property Trustee to distribute the ICONs to the Holders of the Securities in exchange for all of the Securities; provided that the Sponsor will be required to obtain an opinion of an independent counsel that the distribution of the ICONs will not be taxable to the Holders of the Capital Securities for United States federal income tax purposes; or
(vi) the time when all of the Administrative Trustees and the Sponsor shall have consented to dissolution of the Trust provided such action is taken before the issuance of any Securities.
(b) As soon as is practicable after the occurrence of an event referred to in Section 8.1(a) and upon completion of the winding up and liquidation of the Trust, the Trustees shall terminate the Trust by filing a certificate of cancellation with the Secretary of State of the State of Delaware.
(c) The provisions of Section 4.2 and Article 9 shall survive the termination of the Trust.
Dissolution and Termination of Trust. 26 Section 7.1. Dissolution and Termination of Trust..................................................26
Dissolution and Termination of Trust. 47 Section 8.1
Dissolution and Termination of Trust. 45 SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust....................... 46
Dissolution and Termination of Trust. 41 SECTION 8.1. Dissolution and Termination of Trust..............................................41 SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust............................41
Dissolution and Termination of Trust. 47
SECTION 8.1. Dissolution and Termination of Trust 47
SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust 48
Dissolution and Termination of Trust. SECTION 8.1. Dissolution and Termination of Trust. 44 SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust. 44 SECTION 9.1. Liability. 45 SECTION 9.2. Exculpation. 46 SECTION 9.3. Fiduciary Duty. 46 SECTION 9.4. Indemnification. 47 SECTION 9.5. Outside Businesses. 49 SECTION 10.1. Fiscal Year. 49 SECTION 10.2. Certain Accounting Matters. 49 SECTION 10.3. Banking. 50 SECTION 10.4. Withholding. 50
Dissolution and Termination of Trust. (a) The Trust shall dissolve upon the earliest to occur of the following:
(i) the bankruptcy of the Holder of the Common Securities or the Sponsor;
(ii) the distribution to the Holders of the Securities of the Debentures held by the Property Trustee in an aggregate principal amount equal to the aggregate liquidation amount of the Securities;
(iii) the entry of a decree of judicial dissolution of the Holder of the Common Securities, the Sponsor or the Trust; or
(iv) all of the Securities shall have been called for redemption [or conversion] and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities.
(b) As soon as is practicable after the occurrence of an event referred to in Section 8.1(a), the Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware.
(c) The provisions of Section 4.2 and Article IX shall survive the termination of the Trust.
Dissolution and Termination of Trust. 44 SECTION 8.1. Dissolution and Termination of Trust.........................................44 SECTION 8.2. Liquidation Distribution Upon Dissolution of the Trust.......................45 ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS.........................46 SECTION 9.1. Liability....................................................................46 SECTION 9.2. Exculpation..................................................................46 SECTION 9.3. Fiduciary Duty...............................................................47 SECTION 9.4. Indemnification..............................................................48 SECTION 9.5. Outside Businesses...........................................................50 ARTICLE 10 ACCOUNTING............................................................................................50 SECTION 10.1. Fiscal Year..................................................................50 SECTION 10.2. Certain Accounting Matters...................................................50 SECTION 10.3. Banking......................................................................51 SECTION 10.4. Withholding..................................................................51
