Powers and Duties of Voting Trustee. 1. While this Agreement is in effect, the Voting Trustee, in his unrestricted discretion, in person or by his proxies, shall have the full and unqualified right and power to vote the Common Shares held by him hereunder, to waive notice of meetings, and otherwise to act in respect of any and all such Common Shares. No other person shall have any voting right in respect of any such Common Shares so long as this Agreement is in effect and such shares are registered in the name of the Voting Trustee on the books of the Corporation. 2. The Voting Trustee shall keep a record of all proceedings and may adopt his own rules of procedure. He may employ counsel and such agents as he may deem desirable, may remove them at pleasure, and may fix the powers, duties, and compensation of such agents and attorneys. 3. The Voting Trustee will serve without compensation as trustee, but the Voting Trustee may, in his individual capacity, serve as a director or officer or agent of the Corporation, or any subsidiary or controlled or affiliated company, and receive compensation therefor. The Voting Trustee may, as an individual for his own account to the extent herein permitted to other Depositing Shareholders, purchase or sell Voting Trust Certificates, and he also may purchase or sell any securities of the Corporation or any subsidiary or controlled or affiliated company, and may purchase any property owned by the Corporation or any such other company, or be interested in any such purchase or sale, and no such act of the Voting Trustee shall be rendered invalid because of any such interest. No contract or other transaction between the Corporation or any subsidiary or controlled or affiliated company and the Voting Trustee, or a firm or corporation wherein the Voting Trustee may be interested, shall be rendered invalid by the fact that the Voting Trustee is a contracting party, or is interested in such firm or other corporation, and the Voting Trustee is hereby relieved from any liability that might otherwise exist by reason of the making of any contract or participating in any other transaction wherein the Voting Trustee, or any firm or corporation, may be interested. If the Voting Trustee is also a Depositing Shareholder, he shall have and may exercise in respect of his Voting Trust Certificates all the rights and powers (including the right to surrender the same in exchange for Common Shares) herein given to the other Voting Trust Certificate holders. 4. The Voting Trustee shall act in person, except that (a) he may, without a meeting, act by a written instrument signed by him, or by telegram, cablegram, telephonic facsimile or radiogram, and (b) at any meeting of shareholders of the Corporation, he may vote by proxy. 5. In case the Voting Trustee shall receive any certificate or certificates for Common Shares as a distribution upon Common Shares held by him under this Agreement, or as a split-up or combination of Common Shares held by him under this Agreement, he shall hold the certificate or certificates for such Common Shares subject to the terms of this Agreement ratably for the respective registered holders of Voting Trust Certificates. 6. In any case where the Voting Trustee, as shareholder of the Corporation, is entitled to receive (a) any cash dividend, (b) any dividend payable in shares or other property, other than a distribution of Common Shares, or any other distribution to shareholders, or (c) any rights or warrants to subscribe for securities, he shall furnish to the Corporation a certified list of the names and addresses of the registered holders of Voting Trust Certificates, which list shall contain the number of shares represented by the Voting Trust Certificates registered in the name of each such holder, all as shown by the records of the Voting Trustee at the time fixed by the Corporation for the taking of a record to determine those holders
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Samples: Voting Trust Agreement (Millennium Direct Inc), Voting Trust Agreement (Millennium Direct Inc)
Powers and Duties of Voting Trustee. 1. A. While this Agreement is remains in effect, effect the Voting TrusteeTrustees, in his their unrestricted discretion, in person or by his proxiestheir respective proxy, shall have the full and unqualified right and power to vote the Common Shares held by him hereunder, to waive notice of meetings, and to otherwise to act in with respect of any and all such Common Shares. No other person shall have any voting right rights in respect of any such Common Shares so long as this Agreement is remains in effect and such shares Shares are registered in the name of the Voting Trustee Trustees on the books of the Corporation.
2B. Each Shareholder shall be entitled to receive payments from the Trustees equal to the cash dividends received by the Trustees on the Shares deposited by such Shareholder. If dividends are declared in voting stock of the Corporation, the Trustees shall retain such stock, which shall be deemed to have been deposited under the terms of this Agreement, provided that the Trustees shall notify each Shareholder of the declaration of such dividends. Stock dividends declared in stock without voting power shall be assigned immediately to the Shareholders by the Trustees.
C. The Voting Trustee Trustees shall keep a record of all proceedings and may adopt his own such rules of procedureprocedure as may be necessary to manage the trust. He The Trustees may employ counsel and such agents as he they may deem desirable, may remove them at pleasure, and may fix the powers, duties, duties and compensation of such agents and attorneys.
3. D. The Voting Trustee will Trustees shall serve without compensation as trustee, but the Voting Trustee Trustees may, in his their individual capacity, serve as a director or director, officer or agent of the Corporation, or any subsidiary or subsidiary, controlled or affiliated companyentity, and receive compensation therefor. The Voting Trustee Trustees may, as an individual and for his their own account to the extent herein permitted to other Depositing Shareholdersaccount, (i) purchase or sell Voting Trust Certificates, Certificates and he also may purchase or sell any securities of the Corporation or any subsidiary or subsidiary, controlled or affiliated companyentity, and may (ii) purchase any property owned by the Corporation corporation or any such other companysubsidiary, controlled or affiliated entity, and/or (iii) be interested in any such purchase or sale, and no such act of the Voting any Trustee shall be rendered invalid because of any such interest. No contract or other transaction between the Corporation or any subsidiary or subsidiary, controlled or affiliated company entity, and the Voting a Trustee, or a firm or corporation wherein the Voting a Trustee may be interested, shall be rendered invalid by because the fact that the Voting Trustee is a contracting party, or is interested because of such interest in such firm or other corporation, and the Voting Trustee is Corporation. The Trustees are hereby relieved from of any liability that might otherwise exist by reason of the making of any contract or participating participation in any other transaction wherein the Voting TrusteeTrustees, or any firm or corporation, corporation in which a Trustee may be interested. If the Voting Trustee , is also a Depositing Shareholder, he shall have and may exercise in respect of his Voting Trust Certificates all the rights and powers (including the right to surrender the same in exchange for Common Shares) herein given to the other Voting Trust Certificate holdersinvolved.
4. E. The Voting Trustee Trustees shall act in person, except that (ai) he may, without a meeting, they may act by a signed written instrument signed by him, or by telegram, cablegram, telephonic facsimile cablegram or radiogram, and (bii) at any meeting of the shareholders of the Corporation, he the may vote not by proxy.
5. F. In case the Voting Trustee event the Trustees shall receive any stock certificate or certificates for Common Shares as a distribution upon Common the Shares held by him under this Agreement, hereunder or as a split-up or combination of Common the Shares held by him under this Agreementhereunder, he they shall hold the such additional certificate or certificates for such Common Shares subject to the terms of this Agreement Agreement, ratably for the benefit of the respective registered holders of Voting Trust the Certificates.
6G. The Trustees shall exercise the powers and perform the duties required hereunder according to their best judgement, in the best interests of the Corporation and its shareholders.
H. The Trustees shall not incur any responsibility as a shareholder, trustee or otherwise, for any mistake, act, or omission of any agent or attorney or by reason of any action of any kind taken or omitted, except for gross negligence. In The Trustees shall not be required to give a bond or security for the discharge of her duties hereunder.
I. Notwithstanding any case where provision to the Voting Trusteecontrary contained herein, as shareholder in the certificate of incorporation (or any amendments thereto) or the by-laws of the Corporation, is entitled the Trustees shall not, during the term of this Agreement; vote the Shares held hereunder to receive (a) any cash dividendliquidate the Corporation, (b) any dividend payable in shares or other propertynor sell, other than a distribution of Common Sharesencumber, or transfer in any other distribution to shareholders, or (c) any rights or warrants to subscribe for securities, he shall furnish to the Corporation a certified list of the names and addresses of the registered holders of Voting Trust Certificates, which list shall contain the number of shares represented by the Voting Trust Certificates registered in the name of each such holder, all as shown by the records of the Voting Trustee at the time fixed by the Corporation for the taking of a record to determine those holdersway said Shares.
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Samples: Voting Trust Agreement (January 31 2002 Voting Trust)
Powers and Duties of Voting Trustee. 1. While this Agreement is in effect, the Voting Trustee, in his unrestricted discretion, in person or by his proxies, shall have the full and unqualified right and power to vote the Common Shares held by him hereunder, to waive notice of meetings, and otherwise to act in respect of any and all such Common Shares. No other person shall have any voting right in respect of any such Common Shares so long as this Agreement is in effect and such shares are registered in the name of the Voting Trustee on the books of the Corporation.
2. The Voting Trustee shall keep a record of all proceedings and may adopt his own rules of procedure. He may employ counsel and such agents as he may deem desirable, may remove them at pleasure, and may fix the powers, duties, and compensation of such agents and attorneys.
3. The Voting Trustee will serve without compensation as trustee, but the Voting Trustee may, in his individual capacity, serve as a director or officer or agent of the Corporation, or any subsidiary or controlled or affiliated company, and receive compensation therefor. The Voting Trustee may, as an individual for his own account to the extent herein permitted to other Depositing Shareholders, purchase or sell Voting Trust Certificates, and he also may purchase or sell any securities of the Corporation or any subsidiary or controlled or affiliated company, and may purchase any property owned by the Corporation or any such other company, or be interested in any such purchase or sale, and no such act of the Voting Trustee shall be rendered invalid because of any such interest. No contract or other transaction between the Corporation or any subsidiary or controlled or affiliated company and the Voting Trustee, or a firm or corporation wherein the Voting Trustee may be interested, shall be rendered invalid by the fact that the Voting Trustee is a contracting party, or is interested in such firm or other corporation, and the Voting Trustee is hereby relieved from any liability that might otherwise exist by reason of the making of any contract or participating in any other transaction wherein the Voting Trustee, or any firm or corporation, may be interested. If the Voting Trustee is also a Depositing Shareholder, he shall have and may exercise in respect of his Voting Trust Certificates all the rights and powers (including the right to surrender the same in exchange for Common Shares) herein given to the other Voting Trust Certificate holders.
4. The Voting Trustee shall act in person, except that (a) he may, without a meeting, act by a written instrument signed by him, or by telegram, cablegram, telephonic facsimile or radiogram, and (b) at any meeting of shareholders of the Corporation, he may vote by proxy.
5. In case the Voting Trustee shall receive any certificate or certificates for Common Shares as a distribution upon Common Shares held by him under this Agreement, or as a split-up or combination of Common Shares held by him under this Agreement, he shall hold the certificate or certificates for such Common Shares subject to the terms of this Agreement ratably for the respective registered holders of Voting Trust Certificates.
6. In any case where the Voting Trustee, as shareholder of the Corporation, is entitled to receive (a) any cash dividend, (b) any dividend payable in shares or other property, other than a distribution of Common Shares, or any other distribution to shareholders, or (c) any rights or warrants to subscribe for securities, he shall furnish to the Corporation a certified list of the names and addresses of the registered holders of Voting Trust Certificates, which list shall contain the number of shares represented by the Voting Trust Certificates registered in the name of each such holder, all as shown by the records of the Voting Trustee at the time fixed by the Corporation for the taking of a record to determine those holdersholders of its Common Shares entitled to receive such dividends, rights, or warrants, with the request (with which the Corporation hereby agrees to comply) that the Corporation pay or issue directly to such registered holders of Voting Trust Certificates any such dividends, rights, or warrants, which they may be entitled respectively to receive in respect of the shares represented by the Voting Trust Certificates registered in their names.
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