Rights of Trustees. (a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the voting trust certificates for cancellation, the Trustees shall possess and have the exclusive right, except as otherwise expressly provided in this Agreement or the Shareholders’ Agreement, to exercise, in person or by nominees or proxies of the Trustees, all Shareholders’ voting rights and powers in respect to all shares deposited hereunder, for any and every purpose, and to take part in or consent to any corporate or stockholders’ action of any kind whatsoever, as absolute owner of such shares. The Shareholders have hereby assigned to Trustees all voting rights that they otherwise might have had arising out of any ownership of the shares, whether by operation of law or agreement. The right to vote shall include the right to vote for or against or to abstain with respect to the election of directors, and in favor of or against or to abstain with respect to any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of shareholders of the Company. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustees or to their nominees or proxies thereto appointed by the Trustees, mortgaging, creating a security interest in, and pledging of all or any part of the property of the Company, the lease or sale of all or any part of the property of the Company, for cash, securities, or other property, and the dissolution of the Company, or the consolidation, merger, reorganization, or recapitalization of the Company. It is further understood that: (i) action by the Trustees in voting or not voting stock deposited hereunder in instances where there are shareholders’ statutory rights of appraisal may effectively waive or terminate any such rights as to the shares represented thereby, and (ii) the Trustees, in taking part in, or consenting to, any corporate or stockholders’ action, as provided in this subparagraph, may enter into any agreements and take such actions which, in the determination of the Trustees, are reasonable, including, but not limited to, agreements which provide representations, warranties and covenants on behalf of Shareholders who are subject to this Voting Trust and provisions relating to indemnification for breach of such representations. Should the...
Rights of Trustees. (a) The Trustees shall possess and have the exclusive right, except as otherwise expressly limited in this Agreement, to exercise, in person or by nominees or proxies of the Trustees, all voting rights and powers in respect to all Shares registered in the name of the Trustees hereunder, for any and every purpose, and to take part in or consent to any corporate or stockholders’ action of any kind whatsoever, as absolute owner of such Shares. The Stockholders hereby assign to Trustees all voting rights that they otherwise might have had arising out of any ownership of the Shares, whether by operation of law or agreement. The right to vote shall include the right to vote for or against, to consent, to abstain or to refrain from attending any meeting with respect to the election of directors or any other matter to be acted upon by the stockholders of the Company at any meeting or by consent.
(b) The parties recognize that the Trustees will be required to balance various conflicting interests, including personal interests of the Trustees. The Trustees shall not be personally responsible, nor shall any vote, action or inaction of the Trustees be subject to challenge, if the Trustees’ action or failure to act was in good faith, without gross negligence, and in a manner that the Trustees believed to be in the best interest of the corporation. In so voting, the Trustees may consider the interests of the Company’s employees, suppliers, customers and creditors and the communities in which the Company’s activities are located. The Trustees shall not be subject to any duties or obligations except as expressly stated herein. The Stockholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all liability for actions or inaction taken in accordance with the foregoing standard of conduct.
(c) Unless otherwise agreed by the Trustees, action by the Trustees shall be taken at a meeting of Trustees. Meetings of the Trustees shall be held whenever called by any Trustee. Any Trustee may participate in any meeting of the Trustees, be counted for the purpose of determining a quorum thereof and exercise all rights and privileges to which such Trustee might be entitled if such Trustee was personally in attendance or could participate by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A majority of Trustees shall be necessary to constitute a quorum f...
Rights of Trustees. Subject to Section 7.01:
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require an Officers' Certificate or an Opinion of Counsel, which shall conform to Sections 13.04 and 13.
Rights of Trustees. Employees, Independent Contractors and Agents To Own Units or Other Property and To Engage in Other Business . . 22
Rights of Trustees. Employees, Independent Contractors and Agents To Own Units or Other Property and To Engage in Other Business.....................................................19 7.8. Powers of Trustees to Deal with Trust in Non-Fiduciary Capacity...........................................................20 7.9. No Duty Not to Compete.............................................20
Rights of Trustees. Subject to the terms of any Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Trustee shall have the right at any time to make any payments and do any other acts the Trustee may deem necessary to protect its security interests in the Collateral, including, without limitation, the rights to pay, purchase, contest or compromise any encumbrance, charge or Lien which, in the judgment of the Trustee, appears to be prior to or superior to the security interests granted hereunder, and challenge any action or proceeding purporting to affect its security interests in the Collateral. The Company hereby agrees to reimburse the Trustee for all payments made and expenses incurred under this Security Agreement including reasonable fees, expenses and disbursements of attorneys and paralegals acting for the Trustee, including any of the foregoing payments under or acts taken to perfect or protect its security interests in the Collateral, which amounts shall be secured under this Security Agreement, and agree they shall be bound by any payment made or act taken by the Trustee hereunder. The Trustee shall have no obligation to make any of the foregoing payments or perform any of the foregoing acts."
(b) Section 5(k) of the Security Agreement is hereby amended by deleting the first sentence of such Section.
(c) Section 5(n) of the Security Agreement is hereby deleted.
(d) Section 5(p) of the Security Agreement is hereby amended by deleting the first sentence of such Section.
Rights of Trustees. 55 Section 7.03. Individual Rights of Trustee................................................56 Section 7.04. Trustee's Disclaimer........................................................56 Section 7.05.
Rights of Trustees. In no event shall the Trustees be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being understood that the Trustees shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Trustees be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustees has been advised of the likelihood of such loss or damage and regardless of the form of action.
Rights of Trustees. 80 SECTION 7.03.
Rights of Trustees. Subject to the requirements of Section 6, the Trustees shall be the sole possessors of the following rights:
(a) The right to vote the Shares in person or by nominee, agent, attorney-in-fact or proxy at all meetings of shareholders;
(b) The right to participate in, consent to, or ratify any corporate or shareholders' action;
(c) The right to receive all dividends and distributions in cash, kind or in any other property; and
(d) The right to become financially interested in any matter or transaction to which the Company or any company subsidiary to, controlled by, or affiliated with the Company may be a party, and the right to contract with or become financially interested in any company subsidiary to, controlled by or affiliated with the Company as fully and freely as though the Trustees were not the Trustees hereunder.
