Powers and Authority of Trustee. In addition to the powers elsewhere conferred upon the Trustee under this Agreement and subject to Sections 6.2 and 6.4, the Trustee shall be authorized and empowered, in its discretion, 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, acting in accordance with written instructions received from the Committee: (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, and may be made without notice or advertisement of any kind. (b) To exchange, mortgage, pledge 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; 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 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 Fund and to give full discharge and acquittance therefor; and to extend the time of payment of any obligation at any time owing to the Fund, as long as such extension is for a reasonable period and continues to bear 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, but the books and records of the Trust shall at all times show that all such investments are a part of the Fund. (i) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under this Agreement and to exercise with respect thereto any or all of the powers set forth in this Agreement. (j) To manage, operate, repair, improve, develop, preserve, mortgage or lease for any period any real property or any oil, mineral or gas properties, royalties, interest or rights held by it directly or through any corporation, either alone or by joining with others, using other Trust assets for any of such purposes; to modify, extend, renew, waive or otherwise adjust any or all of the provisions of any such mortgage or lease; and to make provision for amortization of the investment in or depreciation of the value of such property. (k) To settle, compromise, or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Fund or to the administration of the Fund. (l) To borrow money from itself or others for the purposes of the Trust. (m) To purchase, hold and sell interests or units of participation in any collective or common trust fund established by the Trustee, including any such funds which may be established in the future. (n) Generally to do all acts, whether or not expressly authorized which the Trustee deems necessary or appropriate to perform its duties and discharge its responsibilities under this Agreement. (o) To retain the services of outside legal counsel and/or other professionals as may be necessary to assist it in connection with the administration of the Trust and/or management or conservation of the Fund’s assets, including defending the Trust from attack, claims or litigation regarding its assets. (p) To pay expenses of the Trust that are incurred in connection with the administration of the Trust and/or the management of the Fund’s assets.
Appears in 2 contracts
Samples: Trust Agreement (American Airlines Inc), Trust Agreement (Amr Corp)
Powers and Authority of Trustee. In addition to the powers elsewhere conferred upon the Trustee under this Agreement and subject to Sections 6.2 and 6.46.4 hereof, the Trustee shall be authorized and empowered, in its discretion, 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, acting in accordance with written instructions received from the Committee:
(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, and may be made without notice or advertisement of any kind.
(b) To exchange, mortgage, pledge 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; 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 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 Fund and to give full discharge and acquittance therefor; and to extend the time of payment of any obligation at any time owing to the Fund, as long as such extension is for a reasonable period and continues to bear 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, but the books and records of the Trust shall at all times show that all such investments are a part of the Fund.
(i) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under this Agreement and to exercise with respect thereto any or all of the powers set forth in this Agreement.
(j) To manage, operate, repair, improve, develop, preserve, mortgage or lease for any period any real property or any oil, mineral or gas properties, royalties, interest or rights held by it directly or through any corporation, either alone or by joining with others, using other Trust assets for any of such purposes; to modify, extend, renew, waive or otherwise adjust any or all of the provisions of any such mortgage or lease; and to make provision for amortization of the investment in or depreciation of the value of such property.
(k) To settle, compromise, or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Fund or to the administration of the Fund.
(l) To borrow money from itself or others for the purposes of the Trust.
(m) To purchase, hold and sell interests or units of participation in any collective or common trust fund established by the Trustee, including any such funds which may be established in the future.
(n) Generally to do all acts, whether or not expressly authorized which the Trustee deems necessary or appropriate to perform its duties and discharge its responsibilities under this Agreement.
(o) To retain the services of outside legal counsel and/or other professionals as may be necessary to assist it in connection with the administration of the Trust and/or management or conservation of the Fund’s assets, including defending the Trust from attack, claims or litigation regarding its assets.
(p) To pay expenses of the Trust that are incurred in connection with the administration of the Trust and/or the management of the Fund’s assets.
Appears in 2 contracts
Samples: Trust Agreement (Amr Corp), Trust Agreement (American Airlines Inc)
Powers and Authority of Trustee. In addition Subject to the powers elsewhere conferred upon the Trustee under provisions set forth in Article IV, this Agreement Article V, and subject to Sections 6.2 and 6.4Article VI, the Trustee shall be authorized have full power and empowered, authority in its sole discretion, to do all acts and to exercise any and all powers which would be lawful for it were it in its own right the actual owner of the following rightsTrust Fund, powers and privileges with respect to any cashincluding by way of illustration, securities or other properties held by but not limitation, the Trustee in trust hereunder, acting in accordance with written instructions received from the Committeefollowing:
(a) 5.1 To sell any such property at such time and upon such terms and conditions as the Trustee deems appropriate. Such sales may be public purchase or private, subscribe for cash or credit, and may be made without notice or advertisement of any kind.
(b) To exchange, mortgage, pledge 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; 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 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 Fund and to give full discharge and acquittance therefor; and to extend the time of payment of any obligation at any time owing to the Fund, as long as such extension is for a reasonable period and continues to bear reasonable interest.
(h) To cause any securities or other property and to be registered inretain in trust such securities or other property, including but not limited to securities of the Company which are "qualifying employer securities" within the meaning of section 407(d)(5) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), which are held in the K-C Stock Fund;
5.2 To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, 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 otherwise to dispose of any system for the centralized handling of securities, but the books and records of the Trust shall securities or other property at all times show that all such investments are a part of the Fundany time held by it.
(i) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under this Agreement and to exercise with respect thereto any or all of the powers set forth in this Agreement.
(j) To manage, operate, repair, improve, develop, preserve, mortgage or lease for any period any real property or any oil, mineral or gas properties, royalties, interest or rights held by it directly or through any corporation, either alone or by joining with others, using other Trust assets for any of such purposes; to modify, extend, renew, waive or otherwise adjust any or all of the provisions of any such mortgage or lease; and to make provision for amortization of the investment in or depreciation of the value of such property.
(k) 5.3 To settle, compromise, compromise or submit to arbitration arbitration, any claims, debts or damages damages, due or owing to or from the Trust; , to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings proceedings, provided that the Trustee shall be indemnified against all reasonable expenses and liabilities sustained by it by reason thereof (including reasonable attorneys' fees).
5.4 To exercise any conversion privileges and/or subscription right available in connection with any court of law securities or equity other property at any time held by it; to oppose or before any other body to consent to the reorganization, consolidation, merger, or tribunal, insofar as such suits or proceedings relate to any property forming part readjustment of the Fund finances of any corporation, company or association or to the administration sale, mortgage, pledge or lease of the Fundproperty of any corporation, company or association any of the securities of which may at any time be held by it and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other property which it may so acquire.
(l) 5.5 To enter into a line of credit or establish a credit facility with, or borrow money from, any lender in such amounts and upon such terms and conditions as shall be deemed advisable or proper to carry out the purposes of the Trust, and to pledge any securities or other property for the repayment of such loan.
5.6 To employ suitable agents, experts and counsel (which may be counsel to the Company) and to pay their reasonable expenses and compensation in accordance with the provisions of Article VII. The Trustee may act in reliance upon the advice, opinions, records, statements, and computations of any agents, experts and counsel, and shall be fully protected in relying in good faith on such advice, opinions, records, statements and computations, except to the extent provided otherwise under ERISA.
5.7 To register any securities held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form.
5.8 To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable.
5.9 To make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers.
5.10 Except as provided in Sections 5.13 and 5.14, to exercise, personally or by general or by limited power of attorney, any right, including the right to vote, appurtenant to any securities or other property held by it at any time.
5.11 Only when and if so directed by the Retirement Trust Committee or the Investment Manager appointed pursuant to Article VI, to purchase from itself legal reserve life insurance companies individual and group annuity contracts and insurance policies of such kind and in such amount as the Retirement Trust Committee or others the Investment Manager in its discretion may deem proper for the purposes of the TrustStable Income Fund, and to use funds of the Stable Income Fund to maintain such contracts and policies in force. Title to and all rights and privileges under such annuity contracts and insurance policies shall be vested in the Trustee. The Trustee shall have no duty to inquire into the terms and provisions of any such annuity contracts and insurance policies purchased by it upon the direction of the Retirement Trust Committee or the Investment Manager.
(m) 5.12 To purchasetransfer, hold at any time and sell interests from time to time, such part or units of participation in any collective or common trust fund established by the Trustee, including any such funds which may be established in the future.
(n) Generally to do all acts, whether or not expressly authorized which the Trustee deems necessary or appropriate to perform its duties and discharge its responsibilities under this Agreement.
(o) To retain the services of outside legal counsel and/or other professionals as may be necessary to assist it in connection with the administration of the Trust and/or management or conservation investments Funds designated in Article IV to any trust which is invested in property of the Fund’s assetskind specified for the respective investment funds, including defending the Trust and which is qualified under Section 401(a) and exempt from attack, claims or litigation regarding its assets.
(p) To pay expenses of the Trust that are incurred in connection with the administration of the Trust and/or the management of the Fund’s assets.tax
Appears in 1 contract
Samples: Defined Contribution Plans Trust (Kimberly Clark Corp)
Powers and Authority of Trustee. In addition Subject to the powers elsewhere conferred upon the Trustee under provisions set forth in Article IV, this Agreement Article V, and subject to Sections 6.2 and 6.4Article VI, the Trustee shall be authorized have full power and empowered, authority in its sole discretion, to do all acts and to exercise any and all powers which would be lawful for it were it in its own right the actual owner of the following rightsTrust Fund, powers and privileges with respect to any cashincluding by way of illustration, securities or other properties held by but not limitation, the Trustee in trust hereunder, acting in accordance with written instructions received from the Committeefollowing:
(a) 5.1 To sell any such property at such time and upon such terms and conditions as the Trustee deems appropriate. Such sales may be public purchase or private, subscribe for cash or credit, and may be made without notice or advertisement of any kind.
(b) To exchange, mortgage, pledge 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; 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 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 Fund and to give full discharge and acquittance therefor; and to extend the time of payment of any obligation at any time owing to the Fund, as long as such extension is for a reasonable period and continues to bear reasonable interest.
(h) To cause any securities or other property and to be registered inretain in trust such securities or other property, including but not limited to securities of the Company which are “qualifying employer securities” within the meaning of section 407(d)(5) of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), which are held in the K-C Stock Fund;
5.2 To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, 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 otherwise to dispose of any system for the centralized handling of securities, but the books and records of the Trust shall securities or other property at all times show that all such investments are a part of the Fundany time held by it.
(i) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under this Agreement and to exercise with respect thereto any or all of the powers set forth in this Agreement.
(j) To manage, operate, repair, improve, develop, preserve, mortgage or lease for any period any real property or any oil, mineral or gas properties, royalties, interest or rights held by it directly or through any corporation, either alone or by joining with others, using other Trust assets for any of such purposes; to modify, extend, renew, waive or otherwise adjust any or all of the provisions of any such mortgage or lease; and to make provision for amortization of the investment in or depreciation of the value of such property.
(k) 5.3 To settle, compromise, compromise or submit to arbitration arbitration, any claims, debts or damages damages, due or owing to or from the Trust; , to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings proceedings, provided that the Trustee shall be indemnified against all reasonable expenses and liabilities sustained by it by reason thereof (including reasonable attorneys’ fees).
5.4 To exercise any conversion privileges and/or subscription right available in connection with any court of law securities or equity other property at any time held by it; to oppose or before any other body to consent to the reorganization, consolidation, merger, or tribunal, insofar as such suits or proceedings relate to any property forming part readjustment of the Fund finances of any corporation, company or association or to the administration sale, mortgage, pledge or lease of the Fundproperty of any corporation, company or association any of the securities of which may at any time be held by it and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other property which it may so acquire.
(l) 5.5 To enter into a line of credit or establish a credit facility with, or borrow money from, any lender in such amounts and upon such terms and conditions as shall be deemed advisable or proper to carry out the purposes of the Trust, and to pledge any securities or other property for the repayment of such loan.
5.6 To employ suitable agents, experts and counsel (which may be counsel to the Company) and to pay their reasonable expenses and compensation in accordance with the provisions of Article VII. The Trustee may act in reliance upon the advice, opinions, records, statements, and computations of any agents, experts and counsel, and shall be fully protected in relying in good faith on such advice, opinions, records, statements and computations, except to the extent provided otherwise under ERISA.
5.7 To register any securities held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form.
5.8 To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable.
5.9 To make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers.
5.10 Except as provided in Sections 5.13 and 5.14, to exercise, personally or by general or by limited power of attorney, any right, including the right to vote, appurtenant to any securities or other property held by it at any time.
5.11 Only when and if so directed by the Retirement Trust Committee or the Investment Manager appointed pursuant to Article VI, to purchase from itself legal reserve life insurance companies individual and group annuity contracts and insurance policies of such kind and in such amount as the Retirement Trust Committee or others the Investment Manager in its discretion may deem proper for the purposes of the TrustStable Income Fund or KCTC Stable Income Fund, and to use funds of the Stable Income Fund or KCTC Stable Income Fund to maintain such contracts and policies in force. Title to and all rights and privileges under such annuity contracts and insurance policies shall be vested in the Trustee. The Trustee shall have no duty to inquire into the terms and provisions of any such annuity contracts and insurance policies purchased by it upon the direction of the Retirement Trust Committee or the Investment Manager.
5.12 To transfer, at any time and from time to time, such part or all of the investments Funds designated in Article IV to any trust which is invested in property of the kind specified for the respective investment funds, and which is qualified under Section 401(a) and exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended from time to time (m) To purchasethe “Code”), hold and sell interests maintained as a medium for the collective investment of funds of pension, profit sharing or units of participation in any collective or common trust fund established other employee benefit trusts, whether maintained by the TrusteeTrustee or any Investment Manager, including but not limited to (i) THE PLANS AND DECLARATION OF TRUST — FIRST TRUST NATIONAL ASSOCIATION COLLECTIVE AND POOLED INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS, (ii) 1995 AMENDED AND RESTATED DECLARATION OF TRUST — AMERCIAN EXPRESS TRUST COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS, and (iii) such collective investment trust maintained by BARCLAYS GLOBAL INVESTORS, N.A., as amended from time to time, and to withdraw any part or all of the Trust Fund so transferred. The provisions of any such funds which may declaration of trust shall be established in the future.
(n) Generally deemed to do all acts, whether or not expressly authorized which the Trustee deems necessary or appropriate to perform its duties and discharge its responsibilities under be a part of this Agreement.
5.13 The Trustee shall vote the common stock of SMI held by the Trustee in the SMI Stock Fund. The Trustee shall also respond to a tender or exchange offer for any or all shares of SMI stock held by the Trustee in the SMI Stock Fund.
5.14 The Trustee shall vote the common stock of the Company held in the K-C Stock Fund, only in accordance with the directions of the IIP Committee. In the event that the IIP Committee informs the Trustee in writing that it is not able to direct the Trustee as to the voting of any non-directed shares of common stock of the Company held in the K-C Stock Fund for which direction has not been received from participants for any reason, then the Trustee shall vote such shares in the same manner and proportion as the shares of common stock of the Company with respect to which it received direction from participants. Each participant under the Plans (oor in the event of his death, his beneficiary) To retain shall have the services right to direct the Trustee in writing how to respond to a tender or exchange offer for any or all whole shares of outside legal counsel and/or other professionals common stock of the Company held by the Trustee and attributable to his accounts in the K-C Stock Fund as may of the last day of the month preceding such offer. The IIP Committee shall notify each participant (or beneficiary) and exert its best efforts to timely distribute or cause to be necessary distributed to assist it him such information as will be distributed to stockholders of the Company in connection with any such tender or exchange offer. Upon timely receipt of such instructions, the administration Trustee shall tender such shares of common stock of the Trust and/or management Company as and to the extent so instructed. If the Trustee shall not receive instructions from a participant (or conservation beneficiary) regarding any such tender or exchange offer for such shares of common stock of the Fund’s assetsCompany, such participant or beneficiary shall be deemed to have timely instructed the Trustee not to tender or exchange such shares, and the Trustee shall have no discretion in such matter and shall take no action with respect thereto. With respect to shares of common stock of the Company in the K-C Stock Fund for which the Trustee is not subject to receiving such instruction, whether because such shares are unallocated or as otherwise provided by the Plans or by law, the Trustee shall tender such shares in the same ratio as the number of shares for which it receives instructions to tender bears to the total number of shares for which it is subject to receiving instructions, and shall have no discretion in such matter and shall take no action with respect thereto other than as specifically provided in this sentence. The instructions received by the Trustee from participants shall be held by the Trustee in strict confidence and shall not be divulged or released to any person, including defending employees, officers and directors of the Company; provided, however, that to the extent necessary for the operation of the Plans, such instructions may be released by the Trustee to a recordkeeper, auditor or other person providing services to the Plans. The Trustee in the acquisition, disposition and management of investments for or under the Trust from attackmay acquire and hold any securities or other property even though the Trustee, claims in its individual or litigation regarding any other capacity, shall have invested or may thereafter invest, its assets.
(p) To pay expenses own or other funds in the same or related securities or other property, the interest, principal or other avails of the Trust that are incurred which may be payable at different rates or different times or may have a different rank or priority; and may acquire and hold any securities or other property even though in connection with therewith the administration Trustee, in its individual or any other capacity, may receive compensation reasonably and customarily due in the course of its regular activities; and may make investments even though the Trust and/or proceeds thereof may directly or indirectly be used to pay off loans made by the management of the Fund’s assetsTrustee in its individual capacity.
Appears in 1 contract
Samples: Defined Contribution Plans Trust Agreement (Kimberly Clark Corp)
Powers and Authority of Trustee. In addition to the powers elsewhere conferred upon the Trustee under this Agreement and subject to Sections 6.2 and 6.46.4 hereof, the Trustee shall be authorized and empowered, in its discretion, 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, acting in accordance with written instructions received from the Committee:
(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, and may be made without notice or advertisement of any kind.
(b) To exchange, mortgage, pledge 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; 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 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 Fund and to give full discharge and acquittance therefor; and to extend the time of payment of any obligation at any time owing to the Fund, as long as such extension is for a reasonable period and continues to bear 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 Fund.
(i) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under this Agreement and to exercise with respect thereto any or all of the powers set forth in this Agreement.
(j) To manage, operate, repair, improve, develop, preserve, mortgage or lease for any period any real property or any oil, mineral or gas properties, royalties, interest or rights held by it directly or through any corporation, either alone or by joining with others, using other Trust assets for any of such purposes; to modify, extend, renew, waive or otherwise adjust any or all of the provisions of any such mortgage or lease; and to make provision for amortization of the investment in or depreciation of the value of such property.
(k) To settle, compromise, or submit to arbitration any claims, debts or damages due or owing to or from the Trust; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal, insofar as such suits or proceedings relate to any property forming part of the Fund or to the administration of the Fund.
(l) To borrow money from itself or others for the purposes of the Trust.
(m) To purchase, hold and sell interests or units of participation in any collective or common trust fund established by the Trustee, including any such funds which may be established in the future.
(n) Generally to do all acts, whether or not expressly authorized which the Trustee deems necessary or appropriate to perform its duties and discharge its responsibilities under this Agreement.
(o) To retain the services of outside legal counsel and/or other professionals as may be necessary to assist it in connection with the administration of the Trust and/or management or conservation of the Fund’s 's assets, including defending the Trust from attack, claims or litigation regarding its assets.
(p) To pay expenses of the Trust that are incurred in connection with the administration of the Trust and/or the management of the Fund’s 's assets.
Appears in 1 contract
Samples: Trust Agreement (Amr Corp)
Powers and Authority of Trustee. In addition Subject to the powers elsewhere conferred upon the Trustee under provisions set forth in Article IV, this Agreement Article V, and subject to Sections 6.2 and 6.4Article VI, the Trustee shall be authorized have full power and empowered, authority in its sole discretion, to do all acts and to exercise any and all powers which would be lawful for it were it in its own right the actual owner of the following rightsTrust Fund, powers and privileges with respect to any cashincluding by way of illustration, securities or other properties held by but not limitation, the Trustee in trust hereunder, acting in accordance with written instructions received from the Committeefollowing:
(a) 5.1 To sell any such property at such time and upon such terms and conditions as the Trustee deems appropriate. Such sales may be public purchase or private, subscribe for cash or credit, and may be made without notice or advertisement of any kind.
(b) To exchange, mortgage, pledge 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; 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 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 Fund and to give full discharge and acquittance therefor; and to extend the time of payment of any obligation at any time owing to the Fund, as long as such extension is for a reasonable period and continues to bear reasonable interest.
(h) To cause any securities or other property and to be registered inretain in trust such securities or other property, including but not limited to securities of the Company which are "qualifying employer securities" within the meaning of section 407(d)(5) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), which are held in the K-C Stock Fund;
5.2 To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, 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 otherwise to dispose of any system for the centralized handling of securities, but the books and records of the Trust shall securities or other property at all times show that all such investments are a part of the Fundany time held by it.
(i) To organize under the laws of any state a corporation for the purpose of acquiring and holding title to any property which the Trustee is authorized to acquire under this Agreement and to exercise with respect thereto any or all of the powers set forth in this Agreement.
(j) To manage, operate, repair, improve, develop, preserve, mortgage or lease for any period any real property or any oil, mineral or gas properties, royalties, interest or rights held by it directly or through any corporation, either alone or by joining with others, using other Trust assets for any of such purposes; to modify, extend, renew, waive or otherwise adjust any or all of the provisions of any such mortgage or lease; and to make provision for amortization of the investment in or depreciation of the value of such property.
(k) 5.3 To settle, compromise, compromise or submit to arbitration arbitration, any claims, debts or damages damages, due or owing to or from the Trust; , to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Trust requires it; and to represent the Trust in all suits or legal proceedings proceedings, provided that the Trustee shall be indemnified against all reasonable expenses and liabilities sustained by it by reason thereof (including reasonable attorneys' fees).
5.4 To exercise any conversion privileges and/or subscription right available in connection with any court of law securities or equity other property at any time held by it; to oppose or before any other body to consent to the reorganization, consolidation, merger, or tribunal, insofar as such suits or proceedings relate to any property forming part readjustment of the Fund finances of any corporation, company or association or to the administration sale, mortgage, pledge or lease of the Fundproperty of any corporation, company or association any of the securities of which may at any time be held by it and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other property which it may so acquire.
(l) 5.5 To enter into a line of credit or establish a credit facility with, or borrow money from, any lender in such amounts and upon such terms and conditions as shall be deemed advisable or proper to carry out the purposes of the Trust, and to pledge any securities or other property for the repayment of such loan.
5.6 To employ suitable agents, experts and counsel (which may be counsel to the Company) and to pay their reasonable expenses and compensation in accordance with the provisions of Article VII. The Trustee may act in reliance upon the advice, opinions, records, statements, and computations of any agents, experts and counsel, and shall be fully protected in relying in good faith on such advice, opinions, records, statements and computations, except to the extent provided otherwise under ERISA.
5.7 To register any securities held by it hereunder in its own name or in the name of a nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form.
5.8 To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable.
5.9 To make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers.
5.10 Except as provided in Sections 5.13 and 5.14, to exercise, personally or by general or by limited power of attorney, any right, including the right to vote, appurtenant to any securities or other property held by it at any time.
5.11 Only when and if so directed by the Retirement Trust Committee or the Investment Manager appointed pursuant to Article VI, to purchase from itself legal reserve life insurance companies individual and group annuity contracts and insurance policies of such kind and in such amount as the Retirement Trust Committee or others the Investment Manager in its discretion may deem proper for the purposes of the TrustStable Income Fund or KCTC Stable Income Fund, and to use funds of the Stable Income Fund or KCTC Stable Income Fund to maintain such contracts and policies in force. Title to and all rights and privileges under such annuity contracts and insurance policies shall be vested in the Trustee. The Trustee shall have no duty to inquire into the terms and provisions of any such annuity contracts and insurance policies purchased by it upon the direction of the Retirement Trust Committee or the Investment Manager.
5.12 To transfer, at any time and from time to time, such part or all of the investments Funds designated in Article IV to any trust which is invested in property of the kind specified for the respective investment funds, and which is qualified under Section 401(a) and exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended from time to time (m) To purchasethe "Code"), hold and sell interests maintained as a medium for the collective investment of funds of pension, profit sharing or units of participation in any collective or common trust fund established other employee benefit trusts, whether maintained by the TrusteeTrustee or any Investment Manager, including but not limited to (i) THE PLANS AND DECLARATION OF TRUST - FIRST TRUST NATIONAL ASSOCIATION COLLECTIVE AND POOLED INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS, (ii) 1995 AMENDED AND RESTATED DECLARATION OF TRUST - AMERCIAN EXPRESS TRUST COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS, and (iii) such collective investment trust maintained by BARCLAYS GLOBAL INVESTORS, N.A., as amended from time to time, and to withdraw any part or all of the Trust Fund so transferred. The provisions of any such funds which may declaration of trust shall be established in the future.
(n) Generally deemed to do all acts, whether or not expressly authorized which the Trustee deems necessary or appropriate to perform its duties and discharge its responsibilities under be a part of this Agreement.
5.13 The Trustee shall vote the common stock of SMI held by the Trustee in the SMI Stock Fund. The Trustee shall also respond to a tender or exchange offer for any or all shares of SMI stock held by the Trustee in the SMI Stock Fund.
5.14 The Trustee shall vote the common stock of the Company held in the K-C Stock Fund, only in accordance with the directions of the IIP Committee. In the event that the IIP Committee informs the Trustee in writing that it is not able to direct the Trustee as to the voting of any non-directed shares of common stock of the Company held in the K-C Stock Fund for which direction has not been received from participants for any reason, then the Trustee shall vote such shares in the same manner and proportion as the shares of common stock of the Company with respect to which it received direction from participants. Each participant under the Plans (oor in the event of his death, his beneficiary) To retain shall have the services right to direct the Trustee in writing how to respond to a tender or exchange offer for any or all whole shares of outside legal counsel and/or other professionals common stock of the Company held by the Trustee and attributable to his accounts in the K-C Stock Fund as may of the last day of the month preceding such offer. The IIP Committee shall notify each participant (or beneficiary) and exert its best efforts to timely distribute or cause to be necessary distributed to assist it him such information as will be distributed to stockholders of the Company in connection with any such tender or exchange offer. Upon timely receipt of such instructions, the administration Trustee shall tender such shares of common stock of the Trust and/or management Company as and to the extent so instructed. If the Trustee shall not receive instructions from a participant (or conservation beneficiary) regarding any such tender or exchange offer for such shares of common stock of the Fund’s assetsCompany, such participant or beneficiary shall be deemed to have timely instructed the Trustee not to tender or exchange such shares, and the Trustee shall have no discretion in such matter and shall take no action with respect thereto. With respect to shares of common stock of the Company in the K-C Stock Fund for which the Trustee is not subject to receiving such instruction, whether because such shares are unallocated or as otherwise provided by the Plans or by law, the Trustee shall tender such shares in the same ratio as the number of shares for which it receives instructions to tender bears to the total number of shares for which it is subject to receiving instructions, and shall have no discretion in such matter and shall take no action with respect thereto other than as specifically provided in this sentence. The instructions received by the Trustee from participants shall be held by the Trustee in strict confidence and shall not be divulged or released to any person, including defending employees, officers and directors of the Company; provided, however, that to the extent necessary for the operation of the Plans, such instructions may be released by the Trustee to a recordkeeper, auditor or other person providing services to the Plans. The Trustee in the acquisition, disposition and management of investments for or under the Trust from attackmay acquire and hold any securities or other property even though the Trustee, claims in its individual or litigation regarding any other capacity, shall have invested or may thereafter invest, its assets.
(p) To pay expenses own or other funds in the same or related securities or other property, the interest, principal or other avails of the Trust that are incurred which may be payable at different rates or different times or may have a different rank or priority; and may acquire and hold any securities or other property even though in connection with therewith the administration Trustee, in its individual or any other capacity, may receive compensation reasonably and customarily due in the course of its regular activities; and may make investments even though the Trust and/or proceeds thereof may directly or indirectly be used to pay off loans made by the management of the Fund’s assetsTrustee in its individual capacity.
Appears in 1 contract
Samples: Defined Contribution Plans Trust Agreement (Kimberly Clark Corp)
