Powers of the Trustee. Subject to this Article, Article V and Sections 9.1 and 9.2 and in addition to the powers generally given to trustees by law, the Trustee may: (a) Invest and reinvest the Trust Fund in securities or other property, real or personal, wherever located, and whether or not productive of income, which the Trustee believes advisable, including capital, common and preferred shares of stock (including, if directed by the Company, investment of up to 10% of the Trust Funds in shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee), personal, corporation and governmental obligations, whether or not secured; mortgages, leaseholds, fees and other interests in realty; oil, gas or mineral properties, rights, royalties, payments or other interests in that property; contracts, conditional sale agreements, choses in action; trust and participation certificates, or other evidences of ownership, part ownership, interest or part interest. Except as provided in Section 8.2, the Trustee will not be limited or restricted by any statute or rule of law, now or hereafter in effect, governing trust investments, and may invest and reinvest through the medium of any combined, common, collective or commingled trust fund or funds maintained by the Trustee or any entity related through common ownership with the Trustee, the terms of which are incorporated into this Trust, or commingle and invest the Trust Fund with other trust funds created by the Company under other trusts. An investment will not be improper or imprudent merely because the Trustee participated in the issuance, underwriting or original sale of the acquired property or because the proceeds were to be used to satisfy obligations of the issuer or seller to the Trustee. (b) Form or acquire an interest in a corporation or make use of a corporation for the purpose of investing in and holding title to any property. (c) Except as limited by Section 8.2, hold property in the form received (including shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee) for as long as the Trustee believes advisable, regardless of the character of that property, and regardless of whether its acquisition by a trustee is authorized by law. (d) Sell or contract to sell, exchange or otherwise dispose of or grant options on any asset of the Trust Funds, at public auction, by private contract, pursuant to option, or otherwise, upon terms and conditions which at the time the Trustee believes appropriate, and make, execute and deliver instruments necessary or proper to complete the transaction. (e) Hold in its own or in nominee name any asset of the Trust Funds. (f) Exercise or sell, for adequate consideration, conversion or subscription rights under any Trust Fund asset, and use that portion of the Trust Funds necessary to exercise those rights. (g) Vote or refrain from voting all shares of stock or securities (including, at the direction of the investment committee established under the Company's Retirement Plan, shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee) in person or by proxy (including special, limited or general proxies, with or without power of substitution) and, as stock or security holder, execute and deliver proxies to one or more nominees. The Trustee may dissent from or consent to, approve, authorize, and become a party to any reorganization, consolidation, merger, sale or lease of corporate property or other corporate readjustment, including dissolution or liquidation, and execute appropriate instruments. In participating in any corporate action, the Trustee may act as if it is the absolute owner of the shares of stock or securities and may deposit those certificates of ownership with any committee or depository designated in the plan or agreement governing that corporate action, and pay from the Trust Fund any charges or assessments imposed by that plan or agreement and may accept and continue to hold any property received by reason of participation in that corporate action. (h) Borrow money for Trust purposes in amounts, from any person (except itself) and on the terms and conditions which the Trustee deems advisable. The Trustee will issue its promissory note as Trustee and secure repayment by mortgaging, pledging or otherwise hypothecating all or any part of the Trust Funds (including, if directed by the Company, shares of stock and other securities issued by the Company or any entity related through common ownership to the Trustee). (i) Establish whether any trust asset is to be treated as principal or income and charge or apportion expenses, taxes and losses to principal or income, as the Trustee believes appropriate. However, gains or profits arising from the sale or other disposition of assets will become a part of principal, and the Trustee will not be required to set aside any part of income to absorb or make good any losses arising from the disposition of any asset. Moreover, all liquidating payments or liquidating dividends will become part of principal and stock dividends will be allocated to principal or income depending on the type of distribution represented by the dividend; regular or ordinary cash dividends always will be treated as income. Also, the Trustee need not amortize any premium paid to acquire property or to set aside any part of the income to absorb a premium; if the Trustee acquires any investment at a discount or at a price less than par value, it need not treat or accrue that discount as income. (j) Modify the terms of any obligation forming part of the Trust Funds, and release any security for or guaranty of any obligation; foreclose any mortgage securing any obligation, and purchase the mortgaged property at the foreclosure sale, or acquire the property by deed, conveyance or assignment from the mortgagor without foreclosure, and retain property bought in under foreclosure or acquired without foreclosure and dispose of it on the terms and conditions which the Trustee believes appropriate. (k) Abandon, adjust, arbitrate, compromise, or otherwise settle any obligation or liability due to or from it as Trustee, including any tax claim, and/or enforce or contest any claim in legal or administrative proceedings. The Trustee will not be required to contest any claim unless it has been indemnified against the costs and expenses of that action or unless available Trust Fund assets are sufficient to pay those expenses. (l) Hire and compensate, from the Trust Funds, agents, accountants, brokers and counsel (who may be counsel for the Company) and other assistants and advisors which it believes are necessary or desirable for the proper administration of the Trust Fund. (m) Temporarily deposit uninvested funds in a commingled temporary deposit medium which is composed of certificates of deposit or other obligations issued by the Trustee, or a cash management fund maintained by the Trustee. (n) Do all other acts, not specifically mentioned above which are necessary to administer the Trust Fund and to carry out the purposes of the Trust.
Appears in 4 contracts
Samples: Executive Employment Agreement (TBC Corp), Executive Employment Agreement (TBC Corp), Executive Employment Agreement (TBC Corp)
Powers of the Trustee. Subject to this Article, Article V and Sections 9.1 and 9.2 and in addition to the powers generally given to trustees by law, the Trustee may:
(a) Invest and reinvest the Trust Fund in securities or other property, real or personal, wherever located, and whether or not productive of income, which the Trustee believes advisable, including capital, common and preferred shares of stock (including, if directed by the Company, investment of up to 10% of the Trust Funds in shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee), personal, corporation and governmental obligations, whether or not secured; mortgages, leaseholds, fees and other interests in realty; oil, gas or mineral properties, rights, royalties, payments or other interests in that property; contracts, conditional sale agreements, choses in action; trust and participation certificates, or other evidences of ownership, part ownership, interest or part interest. Except as provided in Section 8.2, the Trustee will not be limited or restricted by any statute or rule of law, now or hereafter in effect, governing trust investments, and may invest and reinvest through the medium of any combined, common, collective or commingled trust fund or funds maintained by the Trustee or any entity related through common ownership with the Trustee, the terms of which are incorporated into this Trust, or commingle and invest the Trust Fund with other trust funds created by the Company under other trusts. An investment will not be improper or imprudent merely because the Trustee participated in the issuance, underwriting or original sale of the acquired property or because the proceeds were to be used to satisfy obligations of the issuer or seller to the Trustee.
(b) Form or acquire an interest in a corporation or make use of a corporation for the purpose of investing in and holding title to any property.
(c) Except as limited by Section 8.2, hold property in the form received (including shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee) for as long as the Trustee believes advisable, regardless of the character of that property, and regardless of whether its acquisition by a trustee is authorized by law.
(d) Sell or contract to sell, exchange or otherwise dispose of or grant options on any asset of the Trust Funds, at public auction, by private contract, pursuant to option, or otherwise, upon terms and conditions which at the time the Trustee believes appropriate, and make, execute and deliver instruments necessary or proper to complete the transaction.
(e) Hold in its own or in nominee name any asset of the Trust Funds.
(f) Exercise or sell, for adequate consideration, conversion or subscription rights under any Trust Fund asset, and use that portion of the Trust Funds necessary to exercise those rights.
(g) Vote or refrain from voting all shares of stock or securities (including, at the direction of the investment committee established under the Company's Retirement Plan, shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee) in person or by proxy (including special, limited or general proxies, with or without power of substitution) and, as stock or security holder, execute and deliver proxies to one or more nominees. The Trustee may dissent from or consent to, approve, authorize, and become a party to any reorganization, consolidation, merger, sale or lease of corporate property or other corporate readjustment, including dissolution or liquidation, and execute appropriate instruments. In participating in any corporate action, the Trustee may act as if it is the absolute owner of the shares of stock or securities and may deposit those certificates of ownership with any committee or depository designated in the plan or agreement governing that corporate action, and pay from the Trust Fund any charges or assessments imposed by that plan or agreement and may accept and continue to hold any property received by reason of participation in that corporate action.
(h) Borrow money for Trust purposes in amounts, from any person (except itself) and on the terms and conditions which the Trustee deems advisable. The Trustee will issue its promissory note as Trustee and secure repayment by mortgaging, pledging or otherwise hypothecating all or any part of the Trust Funds (including, if directed by the Company, shares of stock and other securities issued by the Company or any entity related through common ownership to the Trustee).
(i) Establish whether any trust asset is to be treated as principal or income and charge or apportion expenses, taxes and losses to principal or income, as the Trustee believes appropriate. However, gains or profits arising from the sale or other disposition of assets will become a part of principal, and the Trustee will not be required to set aside any part of income to absorb or make good any losses arising from the disposition of any asset. Moreover, all liquidating payments or liquidating dividends will become part of principal and stock dividends will be allocated to principal or income depending on the type of distribution represented by the dividend; regular or ordinary cash dividends always will be treated as income. Also, the Trustee need not amortize any premium paid to acquire property or to set aside any part of the income to absorb a premium; if the Trustee acquires any investment at a discount or at a price less than par value, it need not treat or accrue that discount as income.
(j) Modify the terms of any obligation forming part of the Trust Funds, and release any security for or guaranty of any obligation; foreclose any mortgage securing any obligation, and purchase the mortgaged property at the foreclosure sale, or acquire the property by deed, conveyance or assignment from the mortgagor without foreclosure, and retain property bought in under foreclosure or acquired without foreclosure and dispose of it on the terms and conditions which the Trustee believes appropriate.
(k) Abandon, adjust, arbitrate, compromise, or otherwise settle any obligation or liability due to or from it as Trustee, including any tax claim, and/or enforce or contest any claim in legal or administrative proceedings. The Trustee will not be required to contest any claim unless it has been indemnified against the costs and expenses of that action or unless available Trust Fund assets are sufficient to pay those expenses.
(l) Hire and compensate, from the Trust Funds, agents, accountants, brokers and counsel (who may be counsel for the Company) and other assistants and advisors which it believes are necessary or desirable for the proper administration of the Trust Fund.
(m) Temporarily deposit uninvested funds in a commingled temporary deposit medium which is composed of certificates of deposit or other obligations issued by the Trustee, or a cash management fund maintained by the Trustee.
(n) Do all other acts, not specifically mentioned above which are necessary to administer the Trust Fund and to carry out the purposes of the Trust.administrative
Appears in 2 contracts
Samples: Trust Agreement (TBC Corp), Trust Agreement (TBC Corp)
Powers of the Trustee. Subject to this Article, Article V and Sections 9.1 and 9.2 and in addition to the powers generally given to trustees by law, the Trustee may:
(a) Invest and reinvest the Trust Fund in securities or other property, real or personal, wherever located, and whether or not productive of income, which the Trustee believes advisable, including capital, common and preferred shares of stock (including, if directed by the Company, investment of up to 10% of the Trust Funds in shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee), personal, corporation and governmental obligations, whether or not secured; mortgages, leaseholds, fees and other interests in realty; oil, gas or mineral properties, rights, royalties, payments or other interests in that property; contracts, conditional sale agreements, choses in action; trust and participation certificates, or other evidences of ownership, part ownership, interest or part interest. Except as provided in Section 8.2, the Trustee will not be limited or restricted by any statute or rule of law, now or hereafter in effect, governing trust investments, and may invest and reinvest through the medium of any combined, common, collective or commingled trust fund or funds maintained by the Trustee or any entity related through common ownership with the Trustee, the terms of which are incorporated into this Trust, or commingle and invest the Trust Fund with other trust funds created by the Company under other trusts. An investment will not be improper or imprudent merely because the Trustee participated in the issuance, underwriting or original sale of the acquired property or because the proceeds were to be used to satisfy obligations of the issuer or seller to the Trustee.
(b) Form or acquire an interest in a corporation or make use of a corporation for the purpose of investing in and holding title to any property.
(c) Except as limited by Section 8.2, hold property in the form received (including shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee) for as long as the Trustee believes advisable, regardless of the character of that property, and regardless of whether its acquisition by a trustee is authorized by law.
(d) Sell or contract to sell, exchange or otherwise dispose of or grant options on any asset of the Trust Funds, at public auction, by private contract, pursuant to option, or otherwise, upon terms and conditions which at the time the Trustee believes appropriate, and make, execute and deliver instruments necessary or proper to complete the transaction.
(e) Hold in its own or in nominee name any asset of the Trust Funds.
(f) Exercise or sell, for adequate consideration, conversion or subscription rights under any Trust Fund asset, and use that portion of the Trust Funds necessary to exercise those rights.
(g) Vote or refrain from voting all shares of stock or securities (including, at the direction of the investment committee established under the Company's Retirement Plan, shares of stock and other securities issued by the Company, the Trustee or any entity related through common ownership to the Trustee) in person or by proxy (including special, limited or general proxies, with or without power of substitution) and, as stock or security holder, execute and deliver proxies to one or more nominees. The Trustee may dissent from or consent to, approve, authorize, and become a party to any reorganization, consolidation, merger, sale or lease of corporate property or other corporate readjustment, including dissolution or liquidation, and execute appropriate instruments. In participating in any corporate action, the Trustee may act as if it is the absolute owner of the shares of stock or securities and may deposit those certificates of ownership with any committee or depository designated in the plan or agreement governing that corporate action, and pay from the Trust Fund any charges or assessments imposed by that plan or agreement and may accept and continue to hold any property received by reason of participation in that corporate action.
(h) Borrow money for Trust purposes in amounts, from any person (except itself) and on the terms and conditions which the Trustee deems advisable. The Trustee will issue its promissory note as Trustee and secure repayment by mortgaging, pledging or otherwise hypothecating all or any part of the Trust Funds (including, if directed by the Company, shares of stock and other securities issued by the Company or any entity related through common ownership to the Trustee).
(i) Establish whether any trust asset is to be treated as principal or income and charge or apportion expenses, taxes and losses to principal or income, as the Trustee believes appropriate. However, gains or profits arising from the sale or other disposition of assets will become a part of principal, and the Trustee will not be required to set aside any part of income to absorb or make good any losses arising from the disposition of any asset. Moreover, all liquidating payments or liquidating dividends will become part of principal and stock dividends will be allocated to principal or income depending on the type of distribution represented by the dividend; regular or ordinary cash dividends always will be treated as income. Also, the Trustee need not amortize any premium paid to acquire property or to set aside any part of the income to absorb a premium; if the Trustee acquires any investment at a discount or at a price less than par value, it need not treat or accrue that discount as income.
(j) Modify the terms of any obligation forming part of the Trust Funds, and release any security for or guaranty of any obligation; foreclose any mortgage securing any obligation, and purchase the mortgaged property at the foreclosure sale, or acquire the property by deed, conveyance or assignment from the mortgagor without foreclosure, and retain property bought in under foreclosure or acquired without foreclosure and dispose of it on the terms and conditions which the Trustee believes appropriate.
(k) Abandon, adjust, arbitrate, compromise, or otherwise settle any obligation or liability due to or from it as Trustee, including any tax claim, and/or enforce or contest any claim in legal or administrative proceedings. The Trustee will not be required to contest any claim unless it has been indemnified against the costs and expenses of that action or unless available Trust Fund assets are sufficient to pay those expenses.
(l) Hire and compensateCompensate, from the Trust Funds, agents, accountants, brokers and counsel (who may be counsel for the Company) and other assistants and advisors which it believes are necessary or desirable for the proper administration of the Trust Fund.
(m) Temporarily deposit uninvested funds in a commingled temporary deposit medium which is composed of certificates of deposit or other obligations issued by the Trustee, or a cash management fund maintained by the Trustee.
(n) Do all other acts, not specifically mentioned above which are necessary to administer the Trust Fund and to carry out the purposes of the Trust.
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