Common use of Ordinary Distribution and Voting Rights Clause in Contracts

Ordinary Distribution and Voting Rights. The Trustee shall have all voting rights (if any) and rights to ordinary distributions with respect to Units held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any ordinary distribution paid prior to the discovery by the Company that the Units have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any ordinary distribution authorized but unpaid shall be paid when due to the Trustee. Any ordinary distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary, and shall be paid to the Charitable Beneficiary as soon as practicable. The Prohibited Owner shall not possess any rights to vote Units held in the Trust and, subject to the DLLCA, effective as of the date that the Units have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) to vote the Units, including the ability to revoke a proxy or ballot previously submitted by the Prohibited Owner, in accordance with the DLLCA and the Bylaws of the Company, in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken corporate action, as determined by the Manager, then the Trustee shall not have the voting rights with regard to such corporate action. Notwithstanding the provisions of Section 11.7 and Section 11.8, until the Company has received notification that Units have been transferred into a Trust, the Company shall be entitled to rely on its Unit transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.