Common use of Rights of Trustees Clause in Contracts

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 there be any such agreements or provisions of the type referred to in (ii) above, the term of this Agreement shall be extended to cover whatever period of time is necessary for the Voting Trustees to carry out the functions of the Trustees (such as contesting or settling claims; receiving and distributing proceeds and interest on behalf of the Shareholders, and any others) arising therefrom. (b) In voting the shares held by the Trustees hereunder either in person or by nominees or proxies, each Trustee shall exercise the Trustee’s best judgment to exercise the vote of the Trustee with respect to suitable directors and officers of the Company (which may include the Trustees), or to the adequacy of any consideration to be received by the Company and its shareholders, and shall otherwise, insofar as the Trustees may be a shareholder of the Company, take such part or action in respect to the management of its affairs as the Trustees may deem necessary to the end that the Trustees may be advised on the affairs of the Company and the management thereof; and in voting upon any matters that may come before the Trustees at any stockholders’ meeting, the Trustees shall exercise like judgment, but the Trustees shall not be personally responsible with respect to any action taken pursuant to the vote of the Trustees so cast in any matter or act committed or omitted to be done under this Agreement, provided such commission or omission does not amount to willful misconduct or gross negligence on the part of the Trustees, and provided further that the Trustees at all times exercise good faith in such matters. In addition, the Shareholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all liabilities resulting from actions taken pursuant to this Agreement, except only for acts which constitute gross negligence or willful misconduct on the part of the Trustees. In the exercise of any and all of the rights of the Trustees under this Agreement, the Trustees may choose at any time to waive any such exercise, without the consent of any other party. (c) Unless otherwise agreed to by the Trustees, action by the Trustees shall be taken at a meeting of Trustees. Meetings of the Trustees shall be held whenever ordered by a majority of the Trustees or, if there is an equal number of Trustees at any time, by-one-half of the Trustees. Written notice stating the place and time of any meeting of the Trustees shall be sufficient if given at least one day in advance of the time fixed for the meeting. Notice shall be given by hand delivery, first class mail, a nationally recognized courier service or United States Express Mail, or by facsimile, receipt confirmed. Notice shall be deemed to have been given (i) if delivered by hand, when delivered at the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (ii) if sent by first class mail, seven days after such mailing to the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (iii) if sent by nationally recognized overnight courier service or by United States Express Mail, on the second following business day after delivery to such service or such mailing and (iv) if given by facsimile, when such facsimile is transmitted to the facsimile number appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice and the appropriate answer back or confirmation is received. 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 were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except as otherwise provided in paragraph 11 below, a majority of the Trustees shall be necessary to constitute a quorum for the transaction of business and all acts of the Trustees under this Voting Trust Agreement must be by unanimous consent.

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 of cancellation, the Trustees shall possess and have the exclusive right, except as otherwise expressly provided in subject to the provisions of this Agreement or the Shareholders’ Agreementparagraph hereinafter set forth, to exercise, in person or by their nominees or proxies of the Trusteesproxies, all Shareholders’ stockholders' voting rights and powers in respect to of all shares stock 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 resolutions or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of shareholders of the Company's stockholders. 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 Trusteesthem, mortgaging, creating a security interest in, and pledging of all or any part of the property of the Company' property, the lease or sale of all or any part of the property of the Companyits property, for cash, securities, or other property, and the dissolution of the Company, or the its consolidation, merger, reorganization, 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 there be any such agreements or provisions of the type referred to in (ii) above, the term of this Agreement shall be extended to cover whatever period of time is necessary for the Voting Trustees to carry out the functions of the Trustees (such as contesting or settling claims; receiving and distributing proceeds and interest on behalf of the Shareholders, and any others) arising therefromcapitalization. (b) In voting the shares stock held by the Trustees hereunder them hereunder, either in person or by their nominees or proxies, each Trustee the Trustees shall exercise the Trustee’s their best judgment to exercise the vote select suitable directors of the Trustee with respect to suitable directors and officers of the Company (which may include the Trustees), or to the adequacy of any consideration to be received by the Company and its shareholdersCompany, and shall otherwise, insofar as the Trustees they may be as a shareholder stockholder of the Company, take such part or action in respect to the management of its affairs as the Trustees they may deem necessary so as to the end that the Trustees may be kept advised on the affairs of the Company and the management thereof; and in voting upon any matters that may come before the Trustees at any stockholders’ meeting, the Trustees shall exercise like judgment, but the Trustees shall not be personally responsible with respect to any action taken pursuant to the vote of the Trustees so cast in any matter or act committed or omitted to be done under this Agreement, provided such commission or omission does not amount to willful misconduct or gross negligence on the part of the Trustees, and provided further that the Trustees at all times exercise good faith in such matters. In addition, the Shareholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all liabilities resulting from actions taken pursuant to this Agreement, except only for acts which constitute gross negligence or willful misconduct on the part of the Trustees. In the exercise of any and all of the rights of the Trustees under this Agreement, the Trustees may choose at any time to waive any such exercise, without the consent of any other partyits management. (c) Unless otherwise agreed to by the Trustees, action by the Trustees The death of a trustee shall be taken at a meeting of Trusteesterminate his trusteeship. Meetings of the Trustees shall be held whenever ordered by a majority of the Trustees or, if there is an equal number of Trustees Any trustee may resign at any time, by-one-half of the Trustees. Written notice stating the place time and time of any meeting of the Trustees shall may be sufficient if given at least one day in advance of the time fixed for the meeting. Notice shall be given replaced by hand delivery, first class mail, a nationally recognized courier service or United States Express Mail, or by facsimile, receipt confirmed. Notice shall be deemed to have been given (i) if delivered by hand, when delivered at the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (ii) if sent by first class mail, seven days after such mailing to the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (iii) if sent by nationally recognized overnight courier service or by United States Express Mail, on the second following business day after delivery to such service or such mailing and (iv) if given by facsimile, when such facsimile is transmitted to the facsimile number appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice and the appropriate answer back or confirmation is received. 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 were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except as otherwise provided in paragraph 11 below, a majority of the Trustees shall be necessary to constitute a quorum for the transaction of business and all acts of the Trustees under this Voting Trust Agreement must be by unanimous consenthis successors.

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 there be any such agreements or provisions of the type referred to in (ii) above, the term of this Agreement shall be extended to cover whatever period of time is necessary for the Voting Trustees to carry out the functions of the Trustees (such as contesting or settling claims; receiving and distributing proceeds and interest on behalf of the Shareholders, and any others) arising therefrom. (b) In voting the shares held by the Trustees hereunder either in person or by nominees or proxies, each Trustee shall exercise the Trustee’s 's best judgment to exercise the vote of the Trustee with respect to suitable directors and officers of the Company (which may include the Trustees), or to the adequacy of any consideration to be received by the Company and its shareholders, and shall otherwise, insofar as the Trustees may be a shareholder of the Company, take such part or action in respect to the management of its affairs as the Trustees may deem necessary to the end that the Trustees may be advised on the affairs of the Company and the management thereof; and in voting upon any matters that may come before the Trustees at any stockholders’ ' meeting, the Trustees shall exercise like judgment, but the Trustees shall not be personally responsible with respect to any action taken pursuant to the vote of the Trustees so cast in any matter or act committed or omitted to be done under this Agreement, provided such commission or omission does not amount to willful misconduct or gross negligence on the part of the Trustees, and provided further that the Trustees at all times exercise good faith in such matters. In addition, the Shareholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all liabilities resulting from actions taken pursuant to this Agreement, except only for acts which constitute gross negligence or willful misconduct on the part of the Trustees. In the exercise of any and all of the rights of the Trustees under this Agreement, the Trustees may choose at any time to waive any such exercise, without the consent of any other party. (c) Unless otherwise agreed to by the Trustees, action by the Trustees shall be taken at a meeting of Trustees. Meetings of the Trustees shall be held whenever ordered by a majority of the Trustees or, if there is an equal number of Trustees at any time, by-one-half of the Trustees. Written notice stating the place and time of any meeting of the Trustees shall be sufficient if given at least one day in advance of the time fixed for the meeting. Notice shall be given by hand delivery, first class mail, a nationally recognized courier service or United States Express Mail, or by facsimile, receipt confirmed. Notice shall be deemed to have been given (i) if delivered by hand, when delivered at the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (ii) if sent by first class mail, seven days after such mailing to the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (iii) if sent by nationally recognized overnight courier service or by United States Express Mail, on the second following business day after delivery to such service or such mailing and (iv) if given by facsimile, when such facsimile is transmitted to the facsimile number appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice and the appropriate answer back or confirmation is received. 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 were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except as otherwise provided in paragraph 11 below, a majority of the Trustees shall be necessary to constitute a quorum for the transaction of business and all acts of the Trustees under this Voting Trust Agreement must be by unanimous consent.

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 limited in this Agreement or the Shareholders’ Agreement, to exercise, in person or by nominees or proxies of the Trustees, all Shareholders’ 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) that 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 there be any such agreements or provisions of the type referred to in (ii) above, the term of this Agreement shall be extended to cover whatever period of time is necessary for the Voting Trustees to carry out the functions of the Trustees (such as contesting or settling claims; receiving and distributing proceeds and interest on behalf of the Shareholders, and any others) arising therefrom. (b) In voting the shares held by the Trustees hereunder either in person or by nominees or proxies, each Trustee the Trustees shall exercise the Trustee’s their best judgment to exercise the vote of the Trustee in voting with respect to suitable directors and officers of the Company (which may include the Trustees), or on such other matters as may be voted on or consented to by the shareholders, including without limitation the adequacy of any consideration to be received by the Company and its shareholders, and shall otherwise, insofar as the Trustees may be a shareholder shareholders of the Company, take such part or action in respect to the management of its the Company's affairs as the Trustees may deem necessary to the end that the Trustees may be advised on the affairs of the Company and the management thereofnecessary; and in voting upon any matters that may come before the Trustees at any stockholders’ meetingshareholders' meeting or otherwise, the Trustees shall exercise like judgment, but the Trustees shall not be personally responsible with respect to any action taken pursuant to the vote of the Trustees so cast in any matter or act committed or omitted to be done under this Agreement, provided such commission or omission does not amount to willful misconduct or gross negligence on the part of the Trustees, and provided further that the Trustees at all times exercise good faith in such matters. In addition, the Shareholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all liabilities resulting from actions taken pursuant to this Agreement, except only for acts which constitute gross negligence or willful misconduct on the part of the Trustees. In the exercise of any and all of the rights of the Trustees under this Agreement, the Trustees may choose at any time to waive any such exercise, without the consent of any other party. (c) Unless otherwise agreed to by the Trustees, action by the Trustees shall be taken at a meeting of Trustees. Meetings of the Trustees shall be held whenever ordered by a majority of the Trustees or, if there is an equal number of Trustees at any time, by-one-half of the Trusteeseither Trustee desires. Written notice Notice stating the place and time of any meeting of the Trustees shall be sufficient if given at least one day in advance of the time fixed for the meeting. Notice shall , and notice may be given to the recipient either personally, by hand delivery, telephone or by sending a copy thereof by first class or express mail, a nationally recognized courier service or United States Express Mailpostage prepaid, or by facsimiletelex or TWX (with answerback received), receipt confirmed. Notice shall be deemed or next day courier service, charges prepaid, or by telecopier (with answerback received), to have been given such recipient's address (ior to such recipient's telex, TWX, telecopier or telephone number) if delivered by hand, when delivered at appearing on the address appearing in the records books of the Trust Company or supplied by such recipient to the Trustees Company for the purpose of notice, (ii) if sent by first class mail, seven days after such mailing to the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (iii) if sent by nationally recognized overnight courier service or by United States Express Mail, on the second following business day after delivery to such service or such mailing and (iv) if given by facsimile, when such facsimile is transmitted to the facsimile number appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice and the appropriate answer back or confirmation is received. 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 Trustees might be entitled were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except So long as otherwise provided in paragraph 11 belowthere are two Trustees, a majority of the both Trustees shall be necessary to constitute a quorum for the transaction of business and all business, and, subject to the next sentence, the acts of both Trustees shall be the acts of the Trustees under this Voting Trust Agreement must Agreement. If the Trustees disagree as to how the shares held by them hereunder should be by unanimous consentvoted, each Trustee shall vote one-half of the shares as he shall determine.

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 limited in this Agreement or the Shareholders’ Agreement, to exercise, in person or by nominees or proxies of the Trustees, all Shareholders’ 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) that 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 there be any such agreements or provisions of the type referred to in (ii) above, the term of this Agreement shall be extended to cover whatever period of time is necessary for the Voting Trustees to carry out the functions of the Trustees (such as contesting or settling claims; receiving and distributing proceeds and interest on behalf of the Shareholders, and any others) arising therefrom. (b) In voting the shares held by the Trustees hereunder either in person or by nominees or proxies, each Trustee the Trustees shall exercise the Trustee’s their best judgment to exercise the vote of the Trustee in voting with respect to suitable directors and officers of the Company (which may include the Trustees), or on such other matters as may be voted on or consented to by the shareholders, including without limitation the adequacy of any consideration to be received by the Company and its shareholders, and shall otherwise, insofar as the Trustees may be a shareholder shareholders of the Company, take such part or action in respect to the management of its the Company's affairs as the Trustees may deem necessary to the end that the Trustees may be advised on the affairs of the Company and the management thereofnecessary; and in voting upon any matters that may come before the Trustees at any stockholders’ meetingshareholders' meeting or otherwise, the Trustees shall exercise like judgment, but the Trustees shall not be personally responsible with respect to any action taken pursuant to the vote of the Trustees so cast in any matter or act committed or omitted to be done under this Agreement, provided such commission or omission does not amount to willful misconduct or gross negligence on the part of the Trustees, and provided further that the Trustees at all times exercise good faith in such matters. In addition, the Shareholders, jointly and severally, agree to indemnify and hold the Trustees harmless from any and all liabilities resulting from actions taken pursuant to this Agreement, except only for acts which constitute gross negligence or willful misconduct on the part of the Trustees. In the exercise of any and all of the rights of the Trustees under this Agreement, the Trustees may choose at any time to waive any such exercise, without the consent of any other party. (c) Unless otherwise agreed to by the Trustees, action by the Trustees shall be taken at a meeting of Trustees. Meetings of the Trustees shall be held whenever ordered by a majority of the Trustees or, if there is an equal number of Trustees at any time, by-one-half of the Trusteeseither Trustee desires. Written notice Notice stating the place and time of any meeting of the Trustees shall be sufficient if given at least one day in advance of the time fixed for the meeting. Notice shall , and notice may be given to the recipient either personally, by hand delivery, telephone or by sending a copy thereof by first class or express mail, a nationally recognized courier service or United States Express Mailpostage prepaid, or by facsimiletelex or TWX (with answerback received), receipt confirmed. Notice shall be deemed or next day courier service, charges prepaid, or by telecopier (with answerback received), to have been given such recipient's address (ior to such recipient's telex, TWX, telecopier or telephone number) if delivered by hand, when delivered at appearing on the address appearing in the records books of the Trust Company or supplied by such recipient to the Trustees Company for the purpose of notice, (ii) if sent by first class mail, seven days after such mailing to the address appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice, (iii) if sent by nationally recognized overnight courier service or by United States Express Mail, on the second following business day after delivery to such service or such mailing and (iv) if given by facsimile, when such facsimile is transmitted to the facsimile number appearing in the records of the Trust or supplied by such recipient to the Trustees for the purpose of notice and the appropriate answer back or confirmation is received. 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 were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Except So long as otherwise provided in paragraph 11 belowthere are two Trustees, a majority of the both Trustees shall be necessary to constitute a quorum for the transaction of business and all business, and, subject to the next sentence, the acts of both Trustees shall be the acts of the Trustees under this Voting Trust Agreement. If the Trustees disagree as to how the shares held by them hereunder or any Proxy Shares subject to a proxy hereunder should be voted, each Trustee shall vote one-half of the shares subject to this Agreement must be by unanimous consentor such Proxy Shares, as applicable, as he shall determine.