Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include: (a) receipt and deposit of the Special Voting Unit as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (b) delivery of proxies and distributing materials to Beneficiaries as provided in this Agreement; (c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreement; (d) receiving the grant of the Exchange Rights and the Automatic Exchange Rights from Advantage Trust and ExchangeCo as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Rights and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Trust Units and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights or pursuant to the Automatic Exchange Rights, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage Trust, ExchangeCo and AOG under this Agreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement. In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Advantage Energy Income Fund)
Powers and Duties of the Trustee. The rights, powers, duties powers and authorities of the Trustee under this Agreement, in its capacity as Trustee trustee of the Trust, shall include, without limitation:
(a) receipt and deposit of the Special Voting Unit Share from TSA as Trustee trustee for and on behalf of the Beneficiaries Holders in accordance with the provisions of this Agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries Holders as provided in this Agreement;
(c) voting the Beneficiary Holder Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights from Advantage Trust and ExchangeCo TSA as Trustee trustee for and on behalf of the Beneficiaries Holders in accordance with the provisions of this Agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries Holders Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Trust Units Holders the TSA Class A Common Shares and cheques, if any, to which such Beneficiaries Holders are entitled upon the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange Rights, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys monies forming, from time to time, a part of the Trust Estate as provided in this Agreement;
(h) taking action on its own initiative or at the direction of a Beneficiary Holder or Beneficiaries Holders to enforce the obligations hereunder of Advantage Trust, ExchangeCo and AOG under this Agreementeach other party hereto; and
(i) taking such other actions and doing such other things as are specifically provided in this Agreement. In the exercise of such rights, powers, duties powers and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties powers and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties powers and authorities by the Trustee shall be final, conclusive and binding upon all persons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Transaction Systems Architects Inc)
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreementtrust agreement, in its capacity as Trustee trustee of the Trusttrust, shall include:
(a) receipt and deposit of the Special Voting Unit Share from the Parent as Trustee trustee for and on behalf of the Beneficiaries Non-Affiliated Holders in accordance with the provisions of this Agreementtrust agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries Non-Affiliated Holders as provided in this Agreementtrust agreement;
(c) voting the Beneficiary Non-Affiliated Holder Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreementtrust agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights from Advantage Trust and ExchangeCo the Parent as Trustee trustee for and on behalf of the Beneficiaries Non-Affiliated Holders in accordance with the provisions of this Agreementtrust agreement;
(e) exercising the Exchange Rights and enforcing the benefit of the Automatic Exchange Rights, in each case Right in accordance with the provisions of this Agreementtrust agreement, and in connection therewith receiving from Beneficiaries Non-Affiliated Holders Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Trust Units Non-Affiliated Holders the shares of Parent Common Stock and cheques, if any, to which such Beneficiaries Non-Affiliated Holders are entitled upon the exercise of the Exchange Rights or pursuant to the Automatic Exchange Rights, as the case may beRight;
(f) holding title to the Trust Estate;
(g) investing any moneys money forming, from time to time, a part of the Trust Estate as provided in this Agreement;trust agreement; and
(h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries Non-Affiliated Holder to enforce the obligations of Advantage Trust, ExchangeCo and AOG the Corporation and/or the Parent under this Agreementtrust agreement and/or under the Plan of Arrangement, including the Exchangeable Share Provisions; and
(i) taking such other actions and doing such other things as are specifically provided in this Agreementtrust agreement. In the exercise of such rights, powers, duties powers and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties powers and authority not in conflict with any of the provisions of this Agreement trust agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of for the Trust. Any exercise of such discretionary rights, powers, duties powers and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this trust agreement. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries Non-Affiliated Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or do of to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices notice shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, Trustee and in the absence of such notice the Trustee may for all purposes of this Agreement trust agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Combination Agreement (Electronic Retailing Systems International Inc)
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreementtrust agreement, in its capacity as Trustee of the Trust, shall include:
(a) receipt and deposit of the Special Locus Voting Unit Share from InfoSpace as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreementtrust agreement;
(c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreementtrust agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights from Advantage Trust and ExchangeCo InfoSpace as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreementtrust agreement, and in connection therewith receiving from Beneficiaries Locus Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Trust Units InfoSpace Common Shares and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange Rights, as the case may be;
(f) receiving the benefit of the Support Agreement from InfoSpace as Trustee for and on behalf of the Beneficiaries in accordance with the provisions thereof and of this trust agreement;
(g) enforcing the benefit of the Support Agreement in accordance with the provisions thereof and of this trust agreement;
(h) holding title to the Trust Estate;
(gi) investing any moneys moneys, forming, from time to time, a part of the Trust Estate as provided in this Agreementtrust agreement;
(hj) distributing any money, forming, from time to time, a part of the Trust Estate as provided in this trust agreement;
(k) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage Trust, ExchangeCo InfoSpace and AOG Locus Holdings under this trust agreement and the Support Agreement; and
(il) taking such other actions and doing such other things as are specifically provided in this Agreementtrust agreement. In the exercise of such rights, powers, duties and authorities authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement trust agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Infospace Inc)
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreementtrust agreement, in its capacity as Trustee of the Trust, shall will include:
(a) receipt and deposit of the Special Voting Unit Deposited Shares from Rational as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreementtrust agreement;
(c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreementtrust agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights from Advantage Trust and ExchangeCo Rational as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreementtrust agreement, and and, in connection therewith with those exercises, receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing transferring and delivering to such those Beneficiaries Trust Units Rational Common Shares and cheques, if any, to which such those Beneficiaries are entitled upon the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange Rights, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreementtrust agreement;
(h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage Trust, ExchangeCo Rational and AOG Acquisition Sub under this Agreementtrust agreement in accordance with the provisions of this trust agreement; and
(i) taking such any other actions and doing such all other things as are specifically provided in this Agreementtrust agreement. In the exercise of such those rights, powers, duties and authorities the Trustee shall will have (and is granted) such all incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement trust agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust, provided that the Trustee will have no obligation to exercise any such discretionary rights, powers, duties or authorities. Any exercise of such these discretionary rights, powers, duties and authorities by the Trustee shall will be final, conclusive and binding upon all persons. This trust agreement expressly sets out all the duties of the Trustee with respect to all matters pertinent to this trust agreement. The Trustee will not be bound by the provisions of any other agreement among the other parties to this trust agreement. No implied duties will be read into this trust agreement as against the Trustee. The Trustee in exercising its rights, powers, duties and authorities hereunder shall under this trust agreement will act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall will exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreementtrust agreement, in its capacity as Trustee of the Trust, shall include:
(a) receipt and deposit of the Shire Special Voting Unit Shares from Shire as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreementtrust agreement;
(c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreementtrust agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights Right from Advantage Trust and ExchangeCo Shire as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange RightsRight, in each case in accordance with the provisions of this Agreementtrust agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing causing to be delivered to such Beneficiaries Trust Units Shire Ordinary Shares and/or Shire ADSs, as the case may be, and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange RightsRight, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreementtrust agreement;
(h) taking action on its own initiative or at the written direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage Trust, Shire and ExchangeCo and AOG under this Agreement; andtrust agreement;
(i) taking such other actions and doing such other things as are specifically provided in this Agreementtrust agreement; and
(j) receiving, as Trustee for and on behalf of the Beneficiaries, such opinions or such rulings issued by the Canada Revenue Agency as may be required to be delivered by Shire as a condition of the exercise by Shire of the Shire Call Right. In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement trust agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all personsPersons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The duties and obligations of the Trustee shall be determined by the provisions hereof and by the provisions of applicable law and accordingly, the Trustee shall only be responsible for the performance of such duties and obligations as it has undertaken herein or as required by applicable law. Where the provision of documentation to the Trustee is contemplated by this trust agreement, the Trustee shall retain the right not to act and shall be bound held not to give notice be liable for refusing to act unless it has received such documentation in a clear and reasonable form that complies with the terms of this trust agreement. Such documentation must not require the exercise of any discretion or do or take any act, action or proceeding by virtue independent judgment on the part of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding except as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained provided herein.
Appears in 1 contract
Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:
(a) receipt and deposit of the Abgenix Special Voting Unit Share from Abgenix as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreement;
(c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreement;
(d) receiving the grant of the Exchange Rights and Right, the Automatic Exchange Rights on Liquidation and Cash Put Right from Advantage Trust and ExchangeCo Abgenix as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange RightsRights on Liquidation, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries Exchangeable Company Special Shares and other requisite documents and distributing to such Beneficiaries Trust Units Abgenix Common Shares and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights or pursuant to the Exchange Right or the Automatic Exchange RightsRights on Liquidation, as the case may be;
(f) exercising the Cash Put Right and distributing to the Beneficiaries the cheques to which such Beneficiaries are entitled pursuant to the Cash Put Right;
(g) holding title to the Trust Estate;
(gh) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement;
(hi) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage TrustAbgenix, ExchangeCo Abgenix Canada and AOG the Company under this Agreement; and
(ij) taking such other actions and doing such other things as are specifically provided in this Agreement. .
(2) In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement.
(3) The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. .
(4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting, Exchange and Cash Put Trust Agreement (Abgenix Inc)
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee trustee of the Trust, shall include:
(a) receipt and deposit of the Special Voting Unit Spectra Energy Common Shares from Spectra Energy as Trustee trustee for and on behalf of the Spectra Energy Beneficiaries and Spectra Energy in accordance with the provisions of this Agreement;
(b) delivery of granting proxies and distributing materials to Spectra Energy Beneficiaries as provided in this Agreement;
(c) voting casting and exercising the Spectra Energy Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreement;
(d) receiving the grant of the Spectra Energy Exchange Rights Right and the Spectra Energy Automatic Exchange Rights from Advantage Trust and ExchangeCo Spectra Energy as Trustee trustee for and on behalf of the Spectra Energy Beneficiaries in accordance with the provisions of this Agreement;
(e) exercising the Spectra Energy Exchange Rights Right and enforcing the benefit of the Spectra Energy Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Spectra Energy Beneficiaries Spectra Energy Exchangeable Shares and other requisite documents and distributing to such Spectra Energy Beneficiaries Trust Units Spectra Energy Common Shares and cheques, if any, to which such Spectra Energy Beneficiaries are entitled upon the exercise of the Spectra Energy Exchange Rights Right or pursuant to the Spectra Energy Automatic Exchange Rights, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement;
(h) taking action on its own initiative or at the direction of a Spectra Energy Beneficiary or Spectra Energy Beneficiaries to enforce the obligations of Advantage Trust, ExchangeCo Spectra Energy and AOG Exchangeco under this Agreement; and
(i) taking such other actions and doing such other things as are specifically provided in this Agreement. In the exercise of such rights, powers, duties and authorities authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Spectra Energy Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; , nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting and Exchange Agreement (Spectra Energy Corp.)
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Amended and Restated Trust Agreement, in its capacity as Trustee of the Trust, shall include:
(a) receipt and deposit of the AbitibiBowater Special Voting Unit Share from AbitibiBowater as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Amended and Restated Trust Agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Amended and Restated Trust Agreement;
(c) voting exercising the Beneficiary Votes or appointing proxies with respect thereto Voting Rights in accordance with the provisions of this Amended and Restated Trust Agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights from Advantage Trust and ExchangeCo AbitibiBowater as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Amended and Restated Trust Agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Amended and Restated Trust Agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Trust Units AbitibiBowater Common Shares and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange Rights, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Amended and Restated Trust Agreement;
(h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage TrustAbitibiBowater, ExchangeCo Bowater Holdings and AOG AbitibiBowater Canada under this Amended and Restated Trust Agreement; and
(i) taking such other actions and doing such other things as are specifically provided in this Amended and Restated Trust Agreement. In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Amended and Restated Trust Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (AbitibiBowater Inc.)
Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreementagreement, in its capacity as Trustee trustee of the Trust, shall include:
: (a) receipt and deposit of the Special Voting Unit Share from US Gold as Trustee trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement;
(ba) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreementagreement;
(cb) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreementagreement;
(dc) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights Right from Advantage Trust and ExchangeCo US Gold and, in the case of the Exchange Right, Alberta ULC, as Trustee trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement;
(ed) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange RightsRight, in each case in accordance with the provisions of this Agreementagreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other any requisite documents and distributing to such Beneficiaries Trust Units shares of US Gold Common Stock and cheques, if any, to which such Beneficiaries are entitled upon pursuant to the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange RightsRight, as the case may be;
(fe) holding title to the Trust Estate;
(gf) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreementagreement;
(hg) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage TrustUS Gold, ExchangeCo Alberta ULC and AOG Canadian Exchange Co. under this Agreementagreement and under the Share Provisions; and
(ih) taking such other actions and doing such other things as are specifically provided in this Agreement. agreement.
(2) In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties powers and authority not in conflict with any of the provisions of this Agreement agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such duties or of discretionary rights, powers, duties powers and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as set out specifically in this agreement.
(3) The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. .
(4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breachdefault, which notices notice shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (U S Gold Corp)
Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreementagreement, in its capacity as Trustee of the Trust, shall include:
(a) receipt and deposit of the RTO Acquiror Special Voting Unit Share from RTO Acquiror as Trustee trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreementagreement;
(c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreementagreement;
(d) receiving the grant of the Automatic Exchange Rights Right and the Automatic Exchange Rights Right from Advantage Trust and ExchangeCo RTO Acquiror as Trustee trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement;
(e) exercising the Exchange Rights and enforcing the benefit of the Automatic Exchange RightsRight and the Exchange Right, in each case in accordance with the provisions of this Agreementagreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Trust Units RTO Acquiror Shares 131129481189884.0v04003/109954461.4 -24- and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights or pursuant to the Automatic Exchange RightsRight or the Exchange Right, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreementagreement;
(h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage Trust, ExchangeCo RTO Acquiror and AOG Canco under this Agreementagreement; and
(i) taking such other actions and doing such other things as are specifically provided in this Agreement. agreement to be carried out by the Trustee whether alone, jointly or in the alternative.
(2) In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. .
(3) The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. .
(4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Meta Materials Inc.)
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreementtrust agreement, in its capacity as Trustee of the Trust, shall include:
(a) receipt and deposit of the Shire Special Voting Unit Shares from Shire as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreementtrust agreement;
(c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreementtrust agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights Right from Advantage Trust and ExchangeCo Shire as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange RightsRight, in each case in accordance with the provisions of this Agreementtrust agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing causing to be delivered to such Beneficiaries Trust Units Shire Ordinary Shares and/or Shire ADSs, as the case may be, and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange RightsRight, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreementtrust agreement;
(h) taking action on its own initiative or at the written direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage Trust, Shire and ExchangeCo and AOG under this Agreement; andtrust agreement;
(i) taking such other actions and doing such other things as are specifically provided in this Agreementtrust agreement; and
(j) receiving, as Trustee for and on behalf of the Beneficiaries, such opinions or such rulings issued by the Canada Customs and Revenue Agency as may be required to be delivered by Shire as a condition of the exercise by Shire of the Shire Call Right. In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement trust agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all personsPersons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The duties and obligations of the Trustee shall be determined by the provisions hereof and by the provisions of applicable law and accordingly, the Trustee shall only be responsible for the performance of such duties and obligations as it has undertaken herein or as required by applicable law. Where the provision of documentation to the Trustee is contemplated by this trust agreement, the Trustee shall retain the right not to act and shall be bound held not to give notice be liable for refusing to act unless it has received such documentation in a clear and reasonable form that complies with the terms of this trust agreement. Such documentation must not require the exercise of any discretion or do or take any act, action or proceeding by virtue independent judgment on the part of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding except as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained provided herein.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Shire Pharmaceuticals Group PLC)
Powers and Duties of the Trustee. The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:
(a) receipt and deposit of the share of Special Voting Unit Stock from Spinco as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;
(b) delivery of granting proxies and distributing materials to Beneficiaries as provided in this Agreement;
(c) voting the Beneficiary Votes or appointing proxies with respect thereto in accordance with the provisions of this Agreement;
(d) receiving the grant of the Exchange Rights Right and the Automatic Exchange Rights from Advantage Trust and ExchangeCo Spinco as Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;
(e) exercising the Exchange Rights Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries Exchangeable Shares and other requisite documents and distributing to such Beneficiaries Trust Units shares of Spinco Common Stock and cheques, if any, to which such Beneficiaries are entitled upon the exercise of the Exchange Rights Right or pursuant to the Automatic Exchange Rights, as the case may be;
(f) holding title to the Trust Estate;
(g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement;
(h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Advantage TrustSpinco, ExchangeCo Newco Canada and AOG Newco Canada Exchangeco under this Agreement; and
(i) taking such other actions and doing such other things as are specifically provided in this Agreement. In the exercise of such rights, powers, duties and authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. The Trustee in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.
Appears in 1 contract
Samples: Transaction Agreement (Domtar CORP)