Common use of Indemnification Prior to Certain Actions by Trustee Clause in Contracts

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 10 contracts

Samples: Voting and Exchange Trust Agreement (SimplePons, Inc.), Voting and Exchange Trust Agreement (SimplePons, Inc.), Voting and Exchange Trust Agreement (Quinko-Tek International, Inc.)

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Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Shareholder upon such Beneficiary Shareholder furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary Shareholder shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights voting of the Trust Shares pursuant to Article 4, subject to Section 6.15, 3 and with respect to the Insolvency Exchange Rights pursuant to Article 5, subject to Section 6.15, Right and with respect to the Automatic Exchange Rights pursuant to Article 54. None of the provisions contained in this Agreement The Trustee shall require the Trustee not be required to expend or risk any of its own funds or otherwise incur any financial liability in the exercise of any of its rights, powers, dutiesduties or authorities, or authorities unless but instead shall be entitled to be fully funded, given security and indemnified indemnity in advance as aforesaid.

Appears in 6 contracts

Samples: Share Exchange Agreement (Patch International Inc/Cn), Exchange and Voting Trust Agreement (Patch International Inc/Cn), Exchange and Voting Trust Agreement (Patch International Inc/Cn)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, adequate funding or security or and an indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that that, subject to Section 6.15, no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Special Voting Rights Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given security and indemnified as aforesaid.

Appears in 4 contracts

Samples: Voting Trust Agreement (Horwitz Bradley J), Voting Trust Agreement (Trilogy International Partners Inc.), Voting Trust Agreement (SG Enterprises, II LLC)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable fundingsecurity, security funding or indemnity indemnity, satisfactory to Trustee, acting reasonably, against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security security, funding or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Rights Shares pursuant to Article 4, subject to Section 6.156.14, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.156.14, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.14. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 4 contracts

Samples: Trust Agreement, Voting and Exchange Trust Agreement (Future Energy Corp.), Voting Agreement (Future Energy Corp.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder’s furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.157.15 hereof, and with respect to the Exchange Rights Put Right and the Exchange Right pursuant to Article 55 hereof, subject to Section 6.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 3 contracts

Samples: Voting and Exchange Trust Agreement (Rubincon Ventures Inc), Voting and Exchange Trust Agreement (Rubincon Ventures Inc), Voting and Exchange Trust Agreement (API Nanotronics Corp.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.157.15 hereof, and with respect to the Exchange Rights Right pursuant to Article 55 hereof, subject to Section 6.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 3 contracts

Samples: Voting and Exchange Trust Agreement (Oil States International Inc), Combination Agreement (Oil States International Inc), Trust Agreement (Oil States International Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Acquiror Shares held by the Trustee pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 3 contracts

Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp), Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (Magnum Hunter Resources Corp)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Exchange Right pursuant to Article 43, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.154.15, and with respect to the Automatic Exchange Rights pursuant to Article 53. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 3 contracts

Samples: Exchange Trust Agreement (Lululemon Athletica Inc.), Exchange Trust Agreement (Lululemon Athletica Inc.), Exchange Trust Agreement (Lululemon Corp.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the written request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights ParentCo Preferred Shares pursuant to Article 43 hereof, subject to Section 6.157.12 hereof, and with respect to the Exchange Rights pursuant to Right as specifically provided for in Article 56 hereof, subject to Section 6.157.12 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 56 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Dialog Group Inc), Voting and Exchange Trust Agreement (Dialog Group Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Special Voting Rights Share pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Combination Agreement (Burlington Northern Santa Fe Corp), Rights Agreement (Burlington Northern Santa Fe Corp)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall will exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary upon Holder on such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary shall Holder will be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.157.15 hereof, and with respect to the Exchange Rights Put Right and the Exchange Right pursuant to Article 55 hereof, subject to Section 6.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement shall agreement will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Golden Soil Inc), Agreement and Plan of Reorganization (Golden Soil Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Coors Special Voting Rights Shares pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable fundingsecurity, security funding or indemnity indemnity, satisfactory to the Trustee, acting reasonably, against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security security, funding or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Shire Special Voting Rights Shares pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights Right pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement trust agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Shire PLC), Merger Agreement (Shire Pharmaceuticals Group PLC)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 4IV hereof, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 57.15 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting Trust Agreement (Mens Wearhouse Inc), Combination Agreement (Mens Wearhouse Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the share of Special Voting Rights Stock pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Transaction Agreement (Weyerhaeuser Co), Transaction Agreement (Domtar CORP)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Acquiror Common Shares held by the Trustee pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 2 contracts

Samples: Arrangement Agreement (Gran Tierra Energy, Inc.), Voting and Exchange Trust Agreement (Gran Tierra Energy, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that that, subject to Section 7.15, no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Special Voting Rights Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting Trust Agreement (New Red Canada Partnership), Voting Agreement (Burger King Worldwide, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable fundingsecurity, security funding or indemnity indemnity, satisfactory to Trustee, acting reasonably, against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security security, funding or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Rights Share pursuant to Article 4, subject to Section 6.156.14, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.156.14, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.14. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 2 contracts

Samples: Share Exchange Agreement (Keewatin Windpower Corp.), Voting and Exchange Trust Agreement (Keewatin Windpower Corp.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the written request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights pursuant to Exchange Put Right and the Exchange Right as specifically provided for in Article 43 hereof, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.154.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 53 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Exchange Trust Agreement, Exchange Trust Agreement (Accenture LTD)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the LoJack Special Voting Rights Share pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Lojack Corp), Combination Agreement (Lojack Corp)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable fundingsecurity, security funding or indemnity indemnity, satisfactory to the Trustee, acting reasonably, against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security security, funding or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Parent Special Voting Rights Share pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 2 contracts

Samples: Form of Voting and Exchange Trust Agreement (Counterpath Solutions, Inc.), Arrangement Agreement (Counterpath Solutions, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 4, subject to Section 6.157.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.157.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Stifel Financial Corp), Voting and Exchange Trust Agreement (Thomas Weisel Partners Group, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to (i) the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.15section 6.15 hereof, and with respect to (ii) the Exchange Rights Right pursuant to Article 55 hereof, subject to Section 6.15section 6.15 hereof, and with respect to (iii) the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, funded and given security and indemnified indemnity as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Orbital Sciences Corp /De/), Voting and Exchange Trust Agreement (Applied Cellular Technology Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.157(o) hereof, and with respect to the Exchange Rights Right pursuant to Article 55 hereof, subject to Section 6.157(o) hereof, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Combination Agreement (Pioneer Natural Resources Co), Voting and Exchange Trust Agreement (Pioneer Natural Resources Co)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Acquiror Special Voting Rights Share held by the Trustee pursuant to Article 4, subject to Section 6.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to Section 6.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Surge Global Energy, Inc.), Stock Purchase Agreement (Surge Global Energy, Inc.)

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Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the WSI Special Voting Rights Share pursuant to Article 4, subject to Section 6.157.14, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.157.14, and with respect to the Automatic Exchange Rights Right and the Exchange Put Right pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (Capital Environmental Resource Inc), Voting and Exchange Trust Agreement (Waste Services, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Fenix Special Voting Rights Shares pursuant to Article 4, subject to Section section 6.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 2 contracts

Samples: Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Special Voting Rights Share pursuant to Article 4, subject to Section 6.157.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.157.15, and with respect to the Automatic Exchange Rights Right pursuant to Article 5, subject to Section 7.15. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaid.

Appears in 2 contracts

Samples: Voting and Exchange Trust Agreement (SMTC Corp), SMTC Corp

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Weyerhaeuser Special Voting Rights Share pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Weyerhaeuser Co)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the NPS Special Voting Rights Share pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Arrangement Agreement (NPS Pharmaceuticals Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.15section 8.15, and with respect to the Exchange Rights Right pursuant to Article 55 hereof, subject to Section 6.15section 8.15, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given security and indemnified as aforesaid.. 8.7

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement Agreement (Autodesk Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or therebyTrustee, provided that no Beneficiary shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 of this Agreement, subject to Section 6.15section 7.15 of this Agreement, and with respect to the Exchange Rights Right pursuant to Article 55 of this Agreement, subject to Section 6.15section 7.15 of this Agreement, and with respect to the Automatic Exchange Rights pursuant to Article 55 of this Agreement. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given security and indemnified as aforesaidprovided in this Agreement.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Backweb Technologies LTD)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 4IV hereof, subject to Section 6.157.15 hereof, and with respect to the Exchange Rights Put Right and the Exchange Right pursuant to Article 5V hereof, subject to Section 6.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 5V hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 1 contract

Samples: Combination Agreement (National Oilwell Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall will not be obligated to exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement trust agreement at the request, order or direction of any Beneficiary upon such unless that Beneficiary furnishing has furnished to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or therebyTrustee, provided that no Beneficiary shall will be obligated to furnish to the Trustee any such that funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Deposited Shares pursuant to Article 4, subject to Section section 6.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section section 6.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to section 6.15. None of the provisions contained in this Agreement shall trust agreement will require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and or indemnified as aforesaidset out in this section.

Appears in 1 contract

Samples: Agreement (Rational Software Corp)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder's furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, ; provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.157.15 hereof, and with respect to the Exchange Rights Put Right and the Exchange Right pursuant to Article 55 hereof, subject to Section 6.157.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Jag Media Holdings Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Share pursuant to Article 44 hereof, subject to Section 6.15section 8.15, and with respect to the Exchange Rights Right pursuant to Article 55 hereof, subject to Section 6.15section 8.15, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Discreet Logic Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Special Voting Rights Share pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5, subject to section 7.15. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Divine Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Merge Special Voting Rights Share pursuant to Article 4, subject to Section 6.15section 7.15, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.15section 7.15, and with respect to the Automatic Exchange Rights pursuant to Article 5. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement Memorandum of Agreement (Merge Technologies Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or thereby, and, if so requested by the Trustee, sufficient funds to cover the costs, expenses and liabilities which may be incurred by the Trustee, provided that no Beneficiary shall be obligated to furnish to the Trustee any such security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Voting Rights Exchange Right pursuant to Article 43, subject to Section 6.15, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.154.13, and with respect to the Automatic Exchange Rights Right pursuant to Article 53. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

Appears in 1 contract

Samples: Exchange Trust Agreement (Polar Wireless Corp.)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses (including reasonable counsel fees) and liabilities which may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the Special Voting Rights Share pursuant to Article 4, subject to Section 6.154 hereof, and with respect to the Exchange Rights Right pursuant to Article 5, subject to Section 6.155 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, given funds, security and indemnified as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Transaction Systems Architects Inc)

Indemnification Prior to Certain Actions by Trustee. The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the request, order or direction of any Beneficiary Holder upon such Beneficiary Holder furnishing to the Trustee reasonable funding, security or and indemnity against the costs, expenses and liabilities which that may be incurred by the Trustee therein or thereby, provided that no Beneficiary Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to (i) the Voting Rights Share pursuant to Article 44 hereof, subject to SectionE6.15 hereof, (ii) the Exchange Right pursuant to Article 5 hereof, subject to Section 6.156.15 hereof, and with respect to the Exchange Rights pursuant to Article 5, subject to Section 6.15, and with respect to (iii) the Automatic Exchange Rights pursuant to Article 55 hereof. None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties, duties or authorities unless funded, funded and given security and indemnified indemnity as aforesaid.

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Applied Cellular Technology Inc)

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