Right to Vote Assets. The Trustee shall forward all annual and interim stockholder reports and all proxies and proxy materials relating to the Assets in the Trust Account to the Grantor. The Grantor shall have the full and unqualified right to vote any Assets in the Trust Account.
Right to Vote Assets. The Trustee shall forward all annual and interim stockholder reports and all proxies and proxy materials relating to the Assets in the Trust Account to the
Right to Vote Assets. The Trustee shall forward all annual and interim stockholder reports and all proxies and proxy materials relating to the Assets in the Trust Account to the Grantor. Subject to other provisions of this Agreement and the requirement that title to Assets be recorded in the name of the Trustee, the Grantor shall have the full and unqualified right to vote any Assets in the Trust Account. Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Grantor’s ownership of Eligible Securities, the Grantor shall be responsible for making any decisions relating thereto and for directing the Trustee to act. The Trustee shall notify the Grantor of rights or discretionary actions with respect to Eligible Securities as promptly as practicable under the circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository, etc. Absent actual receipt of such applicable third-party notice, the Trustee shall have no liability for failing to so notify the Grantor of any rights or discretionary corporate actions with respect to Eligible Securities. Absent the Trustee’s timely receipt of instructions from the Grantor, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Eligible Securities.
Right to Vote Assets. 8 Section 8. Additional Rights and Duties of the Trustee and the Securities Intermediary..................................................
Right to Vote Assets. The Trustee will transmit to the Grantor and or its designee upon receipt, and will instruct any entities authorized to hold Assets in accordance with the terms hereof to transmit to the Grantor upon receipt, all financial reports, stockholder communications, notices, proxies and proxy soliciting materials received from issuers of Assets, and all information relating to exchange or tender offers received from offerors with respect to such Assets. The Grantor and/or its designee shall have the full unqualified right to vote and execute consents and to exercise any and all proprietary rights not inconsistent with this Agreement with respect to any securities or other property forming a part of the Reserve Trust Account.
Right to Vote Assets. (a) The Trustee shall forward all annual and interim stockholder and other financial reports and all proxies and proxy materials relating to the Assets in the Supplemental Trust Account to the Grantor within a reasonable period of time following the Trustee’s receipt thereof. The Grantor shall have the full and unqualified right to vote any shares of stock or other securities in the Supplemental Trust Account.
(b) Notwithstanding paragraph 5(a), the Grantor shall direct the Trustee to act with respect to the any exercise or non-exercise of voting rights of HGR Fund B shares. In order for the Trustee to act with respect to the exercise or non-exercise of voting rights of the HGR Fund B shares, it must receive written instructions of the Grantor using the Trustee’s generated form or clearly marked as instructions, addressed as the Trustee may from time to time request, by such time as the Trustee shall advise the Grantor or its designee. If the Trustee does not receive such written instructions by such deadline, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such HGR Fund B shares.
(c) In the case of the exercise or non-exercise of voting rights of the HGR Fund B shares on the matters set forth in paragraph (d) of this section, Grantor must obtain the prior written consent of Beneficiary, which consent shall not be unreasonably withheld, and provide such written consent to the Trustee in the form required by the Trustee.
(d) Matters requiring written consent of Beneficiary are any proposed changes to the HGR Fund B’s:
i. Investment objectives, policies or restrictions;
ii. Borrowing or leverage; iii. Dividend policy; v. Liabilities; and vi. Ability to sell and list its shares publicly.
Right to Vote Assets. Within a reasonable time of the Trustee’s receipt thereof, the Trustee shall forward to the Grantor or a person authorized in writing for such purpose (including a designated Investment Manager (as defined herein)) any and all annual and interim stockholder reports and all proxies, ballots and proxy materials relating to the Assets, notices of required actions related to bankruptcy cases, and information received by the Trustee or summaries thereof regarding ownership rights pertaining to the Assets, each as actually received by the Trustee and in accordance with the Trustee’s customary practices. Absent the Trustee’s actual receipt of such notice, the Trustee shall have no liability for failing to so notify the Grantor or its designee. Absent the Trustee’s timely receipt of instructions, the Trustee shall not be liable for failure to take any action relating to, or to exercise any rights conferred by, such Assets. The Grantor or a person authorized in writing for such purpose (including a designated Investment Manager) shall have the full and unqualified right to vote any Assets in the Trust Account and shall be responsible for making any decisions and taking any other action with respect to any voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the ownership of such Assets and for directing the Trustee to act.
Right to Vote Assets. Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Grantor’s ownership of Eligible Investments, the Grantor or its designee shall be responsible for making any decisions relating thereto and for directing the Trustee to act. The Trustee shall notify the Grantor or its designee of rights or discretionary actions with respect to Eligible Investments as promptly as practicable under the circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository, etc. Absent actual receipt of such notice, the Trustee shall have no liability for failing to so notify the Grantor or its designee. Absent the Trustee’s timely receipt of instructions, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Eligible Investments.
Right to Vote Assets. 7 Section 7. Additional Rights and Duties of the Trustee............................................ 7 Section 8. The Trustee's Compensation, Expenses and Indemnification.............................. 11 Section 9. Resignation or Removal of the Trustee................................................. 12 Section 10. Termination of the Trust Account...................................................... 13 Section 11. Definitions........................................................................... 14 Section 12. Governing Law......................................................................... 15 Section 13. Grantor's Tax Status.................................................................. 16 Section 14. Successors and Assigns................................................................ 16 Section 15. Severability.......................................................................... 16
Right to Vote Assets. 10 Section 7. Additional Rights and Duties of the Trustee............................................. 10 Section 8. The Trustee's Compensation, Expenses and Indemnification................................ 13 Section 9. Resignation or Removal of the Trustee................................................... 14 Section 10. Termination of the Trust Account........................................................ 16 Section 11. Indemnity............................................................................... 17 Section 12. Insolvency of Grantor................................................................... 17 Section 13. Definitions............................................................................. 18 Section 14. Governing Law........................................................................... 20 Section 15. Grantor's Tax Status.................................................................... 20 Section 16. Successors and Assigns.................................................................. 20 Section 17. Severability............................................................................ 20 Section 18. Entire Agreement........................................................................ 20 Section 19. Amendments.............................................................................. 21 Section 20. Notices, etc............................................................................ 21 Section 21. Headings................................................................................ 22 Section 22. Counterparts............................................................................ 22 EXHIBIT A Form of 100% Quota Share Retrocession Agreement EXHIBIT B List of Assets Deposited to the Trust Account REVISED AND AMENDED TRUST AGREEMENT REVISED AND AMENDED TRUST AGREEMENT, dated as of November 1, 2002 and amended as of December 12, 2002 (the "Agreement"), among PLATINUM UNDERWRITERS REINSURANCE, INC. ("Platinum US"), a Maryland-domiciled insurance company (the "Grantor"), ST. XXXX FIRE AND MARINE INSURANCE COMPANY ("Fire and Marine"), a Minnesota-domiciled insurance company (the "Beneficiary"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the "Trustee") (the Grantor, the Beneficiary and the Trustee are hereinafter each sometimes referred to individually as a "Party" and collectively as the "Parties").
