Investment Powers of Trustee. Subject ---------------------------- to the direction of an Investment Manager, the Pension Board or a duly authorized officer of the Company, or with respect to assets subject to the Trustee's investment, management and control, the Trustee shall have, with respect to any securities or other property at any time held by it and constituting part of the Fund, power:
(a) to purchase, receive or subscribe for any securities or other property and to retain in trust such securities or other property;
(b) to sell, exchange, redeem or otherwise dispose of any securities or other property at public or private sale for cash, on credit, or for other securities or property, and to grant options for the purchase or exchange thereof without liability on the purchasers to see to the application of the purchase money;
(c) to participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to any securities or other property held in the Fund, and to consent to or oppose any such plan or any action thereunder, or any contract, lease, mortgage, purchase, sale or other action by any person or corporation;
(d) to deposit any securities or other property with any protective, reorganization or similar committee; and to pay and agree to pay part of the expenses and compensation of any such committee and any assessment levied with respect to any securities or other property so deposited;
(e) to exercise conversion and subscription rights pertaining to any securities or other property held in the Fund;
(f) to extend the time of payment of any obligation held in the Fund;
(g) to enter into stand-by agreements for future investment, either with or without a stand-by fee;
(h) to hold any moneys received by the Trustee in a common trust fund as defined under Section 584 of the Code, now or hereinafter maintained by it as a medium for the collective investment of assets of trusts, or any other comparable fund the Trustee deems advisable;
(i) to exercise all voting rights with respect to any investment and to grant proxies, discretionary or otherwise;
(j) to collect and receive any and all money, securities or other property due to the Fund and to give full discharge therefor;
(k) with the consent of the Company, to settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust; with the consent of Carpenter, to commence or xxxxxx xxits or legal proceedings to protect any interest of the...
Investment Powers of Trustee. In addition to any power granted under any statute or laws pertaining to the investment of trust assets, the Trustee's investment powers shall include, but shall not be limited to, the investment of trust assets in the following:
(a) bonds or other obligations of the United States of America, and any agencies thereof, or any bonds or other obligations which are directly or indirectly guaranteed by the United States, or any agency thereof;
(b) open-end or closed-end investment companies that offer investment funds, the assets of which correspond to those described under (a) above with at least $10 billion under management;
(c) savings accounts, certificates of deposit and other types of time deposits with any financial institution or quasi-financial institution whose combined capital and surplus is not less than $1 billion, including the Trustee's banking department; and
(d) to the extent permitted by applicable law, any collective, common or pooled trust fund operated by the Trustee, the assets of which primarily correspond to those described under (a) above, but which also may include bonds or obligations of non-governmental issuers which are rated among the top three ratings categories of any nationally recognized rating agency. The provisions of any such collective, common or pooled investment trust shall be incorporated herein by reference during, but only during the period that any portion of this Trust Fund is a part of such trust. Prior to a Change in Control and other than during any Change in Control Period, the Trustee shall exercise the powers set forth in this Section 4.5 only in accordance with the directions of the Representative or its designee. After a Change in Control and during any Change in Control Period the Trustee shall have full discretion to exercise the powers set forth in this Section 5, subject to the terms of any Pre-CIC Investment Policy.
Investment Powers of Trustee. Subject to the provisions of this Trust Agreement and the directions or investment guidelines provided pursuant to Section 2.1, the Trustee shall have, with respect to the Trust Fund, the following investment powers in its discretion:
(a) To invest and reinvest in any property, real, personal or mixed, wherever situated, foreign or domestic, including, common and preferred stocks, bonds, notes and debentures (including convertible stocks and securities but not including any stock or securities or debt instruments of the Company or the Bank or their Affiliates unless otherwise expressly directed by the Company or the Bank pursuant to Section 2.1(a)); leaseholds; mortgages (including, without limitation, any collective or part interest in any bond and mortgage or note and mortgage); certificates of deposit and money market funds (including certificates of deposit and money market funds of the Bank); and life insurance and guaranteed annuity contracts. Such investments may be made regardless of diversification and without being limited to investments authorized by law for the investment of trust funds.
(b) To use Trust Fund assets to purchase, and pay all premiums and other charges upon, individual or group annuity or life insurance contracts.
(c) To retain any property at any time received by it.
(d) To sell, exchange, convey, transfer or dispose of, and to grant options for the purchase or exchange with respect to, any property at any time held by it, by public or private sale, for cash or on credit or partly for cash and partly on credit.
(e) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan and to consent to or oppose any such plan or any action thereunder, or any contract, lease, mortgage, purchase, sale or other action by any person or corporation or other entity any of the securities of which may at any time be held in the Trust Fund, and to do any act with reference thereto.
(f) To deposit any property with any protective, reorganization or similar committee, to delegate discretionary power to any such committee and to pay and agree to pay part of the expenses and compensation of any such committee and any assessments levied with respect to any property so deposited.
(g) To exercise all conversion and subscription rights pertaining to any property, and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payment of ex...
Investment Powers of Trustee. Except to the extent that authority with respect to the management of all or a portion of the Trust Fund has been allocated to others in accordance with this Trust Agreement, the Trustee shall have exclusive authority and discretion to manage and control the Trust Fund, subject only to the investment guidelines that are mutually agreed upon by the Trustee and Alliant from time to time. The authority to assume responsibility for investment of assets of the Trust Fund has been retained by the Committee prior to a Change of Control. The authority to hold assets of the Trust Fund may be allocated to one or more custodians or insurance companies but only in the sole discretion of the Trustee. Except as otherwise provided herein, the Trustee shall have, without exclusion, all powers conferred on trustees by applicable law and, without limiting the foregoing, shall have the following powers, rights, and duties in addition to those provided elsewhere in this Trust Agreement:
(a) to invest and reinvest in any property wherever situated, whether real, personal, mixed, foreign or domestic, including common and preferred stocks, bonds, notes, and debentures (including convertible stocks and securities), shares of registered investment companies (i.e., mutual funds, including mutual funds for which the Trustee or any affiliate of the Trustee serves as investment advisor, custodian or other service provider as disclosed in the current mutual fund prospectus to be provided to Alliant), leaseholds, mortgages (including, without limitation, any collective or part interest in any bond and mortgage or note and mortgage), certificates of deposits, life insurance contracts, guaranteed investment contracts, and guaranteed annuity contracts, all regardless of diversification and without being limited to investments authorized by law for the investment of trust funds;
(b) to invest and reinvest part or all of the Trust Fund in any deposit accounts, deposit administration fund maintained by a legal reserve life insurance company in accordance with an agreement between the Trustee and such insurance company, a group annuity contract or life insurance policies issued by such insurance company to the Trustee as contract holder, any interest bearing deposits held by any financial institution having total capital and surplus of at least Fifty Million Dollars ($50,000,000), investments in any stocks, bonds, debentures, mutual fund shares, notes, commercial paper, treasury bills, and any...
Investment Powers of Trustee. The Trustee (directly or through the appointed Investment Manager) is authorized and empowered:
(A) To invest and reinvest the Trust Fund, Hardship Fund, and any accretions thereto, without distinction between principal and income, in cash or securities, including but not limited to stock, common or preferred, interests in regulated investment companies bonds and mortgages, and other evidences of indebtedness, and deposits in a bank or other financial institution under state or Federal supervision, which bear a reasonable rate of interest. In making such investments, the Trustee shall not be restricted by any state law or state statute designating investments eligible for trust funds unless constrained or governed by ERISA.
(B) The Trustee may not (and none of its VEBA Committee Members will) receive direct or indirect consideration for any investment or investment decision made on behalf of the Trust.
(C) The Trustee is bound by the terms of the Bylaws agreed to contemporaneously with this Trust Agreement by the VEBA Committee and the 1114 Committee unless any such terms conflict with the terms of this Trust Agreement, in which case the terms of the Trust Agreement have primacy. The VEBA Committee may amend the Bylaws as it sees fit in the administration of its duties to the Trust as set forth herein by a super-majority vote of the VEBA Committee, any time after the 1114 Committee has been dismissed by the Court, or make changes with the written approval of the 1114 Committee.
(D) The Trustee is further empowered to hold un-invested, from time to time, without liability for interest thereon, such amounts as are deemed necessary and/or prudent for the cash requirements of the Trust, and to keep such portion of the Trust Fund in cash or cash balances (and/or other liquid instruments) as the Trustee may from time to time deem to be in the best interests of the Trust Fund;
(i) To utilize a general disbursement account, i.e., in the form of a demand deposit and/or time deposit account, for distributions from the Trust, without incurring any liability for payment of interest thereon, notwithstanding the Trustee’s receipt of income with respect to float involving the disbursement account;
(ii) To hold assets of the Trust Fund and Hardship Fund in cash or equivalents, government securities, or straight debt securities in varying proportions when and for so long as, in the opinion of the Trustee, prevailing market and economic considerations indicate that it is in...
Investment Powers of Trustee. Subject to the terms of this Article 9, the Trustee shall have the right and power to use the Trust Property to purchase and sell Authorized Investments.
Investment Powers of Trustee. Subject to the provisions of this Trust Agreement and the directions or investment guidelines provided pursuant to Section 2.1, the Trustee shall have, with respect to the Trust Fund, the following investment powers in its discretion:
(a) To invest and reinvest in any property, real, personal or mixed, wherever situated, foreign or domestic, including, common and preferred stocks, bonds, notes and debentures (including convertible stocks and securities but not including any stock or securities or debt instruments of the Bank or its affiliates unless otherwise expressly directed by the Bank pursuant to Section 2.1(a)); leaseholds;
Investment Powers of Trustee. Subject to the provisions of Sections 2.2, and 8.2 hereof, the Trustee shall have, with respect to the Trust Fund, the power:
(a) To invest and reinvest the Trust Fund as a single fund or, to the extent directed by the Company. Except as otherwise directed by the Company in writing, the Trustee shall invest the Trust Fund, without distinction between principal and income, in Short-Term Investments; provided, that, the Trustee shall hold (i) any securities of the Company or other property contributed to the Trust until it determines in its sole discretion to sell such securities and (ii) any letter of credit contributed to the Trust until replaced or drawn upon. The Trustee shall have the authority in its sole discretion to determine the quantity and timing of its disposition of the Nova Stock, although it is anticipated that it will be sold as the Trustee determines necessary or appropriate to meet the liquidity needs of the Trust over the term of the Trust and as the market for Nova Stock permits; (b) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan or oppose any such plan or any action thereunder, or any contract, mortgage, purchase, sale or other action by any person or corporation; (c) To deposit any property with any protective, reorganization or similar committee, to delegate discretionary power to any such committee and to pay and agree to pay part of the expenses and compensation of any such committee and any assessments levied with respect to any property so deposited;
Investment Powers of Trustee. The Trustee shall hold only the ESOT Shares. The Trustee shall temporarily invest any cash included in the Trust Fund pending distribution or payment of expenses, taxes or indemnities hereunder, in (i) investments in United States Government obligations with maturities of less than six months, (ii) interest-bearing accounts, including but not limited to time deposits, saving accounts and certificates of deposit, with maturities of less than six months in any bank, including the Trustee's, with aggregate capital in excess of $1,000,000,00 and a Mxxxx'x Investor Services rating of at least P1, or an equivalent rating from a nationally recognized ratings agency, which accounts are insured by the Federal Deposit Insurance Corporation or other similar federal agency, (iii) obligations issued or guaranteed by any agency or instrumentality of the United States of America with maturities of less than six months, (iv) money market funds authorized to invest in short term securities issued or guaranteed as to principal and interest by the United States Government and repurchase agreements with respect to such securities. The parties acknowledge that the Trustee shall not be responsible for any diminution in the Trust Fund due to losses resulting from investments. The Trustee may use its own Bond Department in executing purchase and sales of permissible investments. Subject to the preceding sentence, the Trustee shall have the powers described below.
(1) The Trustee may collect and receive any and all money and other property due to the Trust and give full discharge therefor.
(2) The Trustee may deposit cash into interest bearing accounts in the banking department of the Trustee or an affiliated banking organization.
(3) The Trustee may appoint custodians or subcustodians (including affiliates of the Trustee), as to part or all of the Trust, provided, however, that any such custodian or subcustodian must also be a United States domestic corporation incorporated in a jurisdiction agreed to by the Company and the Shareholders' Representatives and agree to be bound by the Stockholder Agreement executed by the Trustee in accordance with Section 1.4 hereof.
(4) The Trustee may make, execute and deliver all conveyances, proxies, releases or instrumentations in writing necessary or proper for the exercise of its obligations under this Agreement.
(5) The Trustee may generally do all acts, whether or not expressly authorized, which the Trustee may reasonably deem necessary or...
Investment Powers of Trustee. Except as limited by Section 3.1 ---------------------------- or as otherwise provided in this Trust Agreement, the Trustee shall have the following investment powers and authority with respect to all property constituting a part of the Trust Fund in its discretion:
(a) To retain any property at any time received by it.
(b) To participate in any plan or reorganization, consolidation, merger, combination, liquidation, or other similar plan relating to any such property, and to consent to or oppose any such plan or any action thereunder, or any contract, lease, mortgage, purchase, sale, or other action by any corporation or other entity any of the securities of which may at any time be held in the Trust Fund, and to do any act with reference thereto.
(c) To be the owner of any individual life insurance contracts or individual or group annuity contracts and to take such action with respect to such contracts as necessary to carry out the terms of this Trust Agreement, including but not limited to payment of insurance premiums, repayment of policy loans, and complete or partial surrender of such contracts to pay Plan Benefits or Trust expenses (not otherwise provided for).
(d) Generally to do all acts, whether or not expressly authorized, that the Trustee deems necessary or desirable for the protection of the Fund and to carry out the purposes of this Trust Agreement.
