General Powers of the Trustee. (a) The Trustee shall be expressly authorized (i) to maintain record ownership of the Trust Shares, (ii) to vote or take any action by written consent with respect to all Trust Shares held by it pursuant to this Agreement, in person or by proxy, at all meetings of the stockholders of the Company and in all proceedings, actions or instruments where a vote or written consent of stockholders may be required or permitted by law and (iii) to distribute, directly or through one of its affiliates, the Trust Shares to such beneficiaries as are entitled to receive them in accordance with this Agreement. Notwithstanding the preceding sentence, the Trustee shall not have a right to vote or take any action by written consent with respect to Trust Shares held by it in any case where the existence of such right would cause the Trust to be treated as an entity other than a grantor trust for United States federal tax purposes; provided, however, the Trustee shall have no obligation to investigate or determine such matters. For the avoidance of doubt, the Trustee shall have the right to vote or take action by written consent in favor of each Common Stock Amendment in accordance with Section 3.1 herein, and the Company hereby certifies that such right will not jeopardize the treatment of the Trust as either a grantor trust or as merely a custodial arrangement that is not an entity recognized for United States federal tax purposes. In addition, the Trustee shall have the following duties, which shall all be carried out in the State of Delaware or such other jurisdiction as the Trustee shall, from time to time, select as the situs of the trust:
(i) To maintain records of the Voting Trust.
(ii) To maintain an office for Trustee meetings and other trust business.
(iii) To respond to inquiries concerning the Voting Trust from the Company.
(iv) To execute documents with respect to Voting Trust account transactions, if any.
(v) To initiate transactions on behalf of the Voting Trust, if any.
(vi) To retain accountants, attorneys, agents and other advisers in connection with the performance of the Trustee’s duties.
(vii) At the Company’s request and expense, to prepare or arrange for the preparation of all applicable tax returns and tax reporting on behalf of the Voting Trust. In the event the Company requests the Trustee prepare any tax returns, the Trustee is authorized to engage PricewaterhouseCoopers for the preparation of such tax returns.
(b) The Trustee shall not have any dut...
General Powers of the Trustee. (a) The Trustee shall have all of the powers necessary or desirable to perform properly the duties herein set forth.
(b) In extension and not in limitation of the powers given it by law or by other provisions of this Trust Agreement, the Trustee shall have the following powers with respect to the Fund; each and all of which powers may be exercised without court order or other legal formality:
(1) To invest and reinvest any monies at any time forming a part of the Fund in any property, real, personal or mixed or any interest therein, wherever situate, which offers possibilities for investment return through either capital appreciation or income or both, including, but not limited to, savings accounts or other savings investment media, capital or common stock (whether voting or non-voting and whether or not currently paying a dividend), preferred or preference stock (whether voting or non-voting and whether or not currently paying a dividend), convertible securities, corporate and governmental obligations, real property, leaseholds, ground rents, mortgages, junior mortgages and other interests in realty, notes and other evidences of indebtedness or ownership (secured or unsecured), contracts, partnership or joint venture interests, choses in action, and warrants, derivatives and other instruments entitling the owner thereof to subscribe to or purchase any of the aforesaid. Investments pursuant hereto may be made by the Trustee without any duty to refrain from making investments which by any statute, rule of court or custom would not be considered appropriate investments for a trustee or which are not productive of income and without any limitation because of the size or nature of any investment, the size or nature of the enterprise in which any investment is made, the lack or absence of certainty or regularity of return on the investment or the volatile nature of the market value of any investment. A substitute Trustee need not request approval from any governmental agency as to the propriety of any investment in the Fund at the time it assumes its duties.
(2) To retain, manage, operate, repair, develop, preserve, improve, mortgage or lease for any period any real, personal or mixed property, either alone or by joining with others, using other trust assets for any such purposes if deemed advisable; to modify, extend, renew or otherwise adjust any or all of the provisions of any such mortgage or lease, including the waiver of rentals; and to make provisions f...
General Powers of the Trustee. In connection with the administration of the Trust, except as set forth in this Trust Agreement, the Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the Trust. Without limiting, but subject to, the foregoing and to Section 3.6 hereof, the Trustee shall be expressly authorized to:
(a) hold legal title to any and all rights of the holders of the Preferred Equity Trust Interests in or arising from the Trust Assets, including, but not limited to, voting the Exchanged Enron Preferred Stock (subject to Section 3.10), collecting any and all money and other property belonging to the Trust, and voting any claim or interest in a case under the Bankruptcy Code and receiving any distribution therein;
(b) perform the duties, exercise the powers, and assert the rights of a trustee under sections 704 and 1106 of the Bankruptcy Code;
(c) protect and enforce the rights to the Trust Assets by any method deemed appropriate including, without limitation, by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium, or similar law and general principles of equity;
(d) compromise, adjust, arbitrate, sue on or defend, pursue, prosecute abandon, or otherwise deal with axx settle any cause of action or Ownership Dispute in favor of or against the Trust as the Trustee shall deem advisable;
(e) determine and satisfy any and all liabilities created, incurred or assumed by the Trust;
(f) file, if necessary, any and all tax and information returns with respect to the Trust and pay taxes properly payable by the Trust, if any;
(g) execute offsets against claims as provided for in the Plan;
(h) assert or waive any Privileges or defense on behalf of the Trust;
(i) pay all expenses and make all other payments relating to the Trust Assets;
(j) retain and pay such independent law firms as counsel to the Trust as the Trustee may select to aid in the prosecution of any claims that constitute the Trust Assets, and to perform such other functions as may be appropriate. The Trustee may commit the Trust to and shall pay such independent law firms reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred. The Trustee may retain counsel on a nunc pro tunc basis, to a date prior to the Effective Date. A law firm shall not be disqualified from serving as independent counsel to the Trust solely because of its prior retention by the Debtors, the Creditors' Committee, or a m...
General Powers of the Trustee. The Trustee is and shall act as the fiduciary of the Trust in accordance with the provisions of this Trust Agreement, the Settlement Agreement, and the Approval Order from the Court approving the Trust. The Trustee shall at all times administer the Trust and the Trust Estate in strict accordance with the purposes set forth in Article I above. Subject to and limited by this Trust Agreement, the Settlement Agreement, and the Approval Order, the Trustee shall have the power to take any and all actions in the Trustee’s discretion where required by this Trust Agreement or the Settlement Agreement, as the Trustee determines are necessary and/or appropriate to fulfill the purpose of the Trust.
General Powers of the Trustee. The Foundation is an organization recognized as exempt from federal income taxation under Section 501 (c) (3) of the Internal Revenue Code as a public charity. The Foundation will operate the Fund in accordance with federal and state law, regulations, and rules applicable to tax exempt organizations, including, without limitation, the rules and regulations under Section 501 (c) (3) of the Internal Revenue Code. Notwithstanding anything to the contrary in the Agreement, the Foundation shall at no time be required to take any action in contravention of federal and state law, regulations, and rules applicable to tax exempt organizations, including the rules and regulations under Section 501 (c) (3) of the Internal Revenue Code, and shall at no time be required to take any action which will cause the Foundation to no longer be treated as a public charity under the Internal Revenue Code.
General Powers of the Trustee. Subject to this Deed, the Trustee has all the powers, privileges and other incidents of ownership or possession over and in respect of the Fund Property that it is possible under the law to confer on a trustee and as though it were the absolute owner of the Fund Property and acting in its personal capacity.
General Powers of the Trustee. The Trustee, in addition to and not in modification or limitation of all of its common law and statutory authority, shall be authorized and empowered, in its discretion (except as provided in Section 5.4), to exercise any and all of the following rights, powers and privileges with respect to any cash, securities or other properties held by the Trustee in Trust hereunder:
(a) To sell any such property at such time and upon such terms and conditions as the Trustee deems appropriate. Such sales may be public or private, for cash or credit, or partly for cash and partly for credit, and may be made without notice or advertisement of any kind.
(b) To exchange, mortgage, or lease any such property and to convey, transfer or dispose of any such property on such terms and conditions as the Trustee deems appropriate.
(c) To grant options for the sale, transfer, exchange or disposal of any such property.
(d) To exercise all voting rights pertaining to any securities; and to consent to or request any action on the part of the issuer of any such securities; and to give general or special proxies or powers of attorney with or without power of substitution.
(e) To consent to or participate in amalgamations, reorganizations, recapitalizations, consolidations, mergers, liquidations, or similar transactions with respect to any securities, and to accept and to hold any other securities issued in connection therewith.
(f) To exercise any subscription rights or conversion privileges with respect to any securities held in the Trust Fund.
(g) To collect and receive any and all money and other property of whatsoever kind or nature due or owing or belonging to the Trust Fund and to give full discharge thereof; and to extend the time of payment of any obligation at any time owing to the Trust Fund, as long as such extension is for a reasonable period, and continues at reasonable interest.
(h) To cause any securities or other property to be registered in, or transferred to, the individual name of the Trustee or in the name of one or more of its nominees, or one or more nominees of any system for the centralized handling of securities, or it may retain them unregistered and in form permitting transferability by delivery; but the books and records of the Trust shall at all times show that all such investments are a part of the Trust Fund.
(i) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which it is authorized to a...
General Powers of the Trustee. The powers as enumerated in Section 32- 27 of the North Carolina General Statutes are hereby incorporated by reference and granted to the Trustee. These powers are granted to the Trustee pursuant to Section 32-26 of the North Carolina General Statutes and shall be in addition to, and not in limitation of, the fiduciary powers given them elsewhere under this Agreement and under the other applicable statutory provisions and common law of North Carolina or any other state or jurisdiction, including the powers and authority conferred upon the Trustee by the North Carolina Uniform Trust Code, Chapter 36C of the North Carolina General Statues and by the Uniform Prudent Management of Institutional Funds Act, Chapter 36E of the North Carolina General Statutes (“UPMIFA”).
General Powers of the Trustee. The Trustee, in addition to and not in modification or limitation of all of its common law and statutory authority, shall be authorized and empowered, in its discretion (except as provided in
General Powers of the Trustee. The Trustee shall have all of the powers necessary or desirable to perform properly the duties herein set forth.
