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.

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.

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.