Rights of Voting Trustee. 3.1.1 The Voting Trustee may purchase, sell, own or hold Shares in the capital of the Corporation, may contract with and be compensated by the Corporation, and may be or become pecuniarily interested in any matter or transaction to which the Corporation may in any way be concerned, as fully and freely as if the Voting Trustee were not the Voting Trustee, subject to compliance with the terms of the Shareholders’ Agreement.
3.1.2 The Voting Trustee may vote any Shares in the Corporation owned legally and beneficially by the Voting Trustee without regard to this Agreement.
3.1.3 Nothing in this Agreement will be deemed to restrict the Voting Trustee from acting in any capacity on behalf of a Shareholder, the Corporation or from being a creditor of the Corporation.
3.1.4 The trust created by this Agreement is hereby declared to be irrevocable, and the Shareholders will have no right to replace or remove the Voting Trustee without the Voting Trustee’s written consent.
3.1.5 The Voting Trustee will be entitled to be reimbursed by the Corporation for any documented costs and expenses reasonably incurred by the Voting Trustee in the performance of the services under this Agreement.
Rights of Voting Trustee. 3.1.1 The Voting Trustee may purchase, sell, own or hold Shares in the capital of the Corporation, may contract with and be compensated by the Corporation, and may be or become pecuniarily interested in any matter or transaction to which the Corporation may in any way be concerned, as fully and freely as if the Voting Trustee were not the Voting Trustee.
3.1.2 The Voting Trustee may vote any Shares in the Corporation owned legally and beneficially by the Voting Trustee without regard to this Agreement.
3.1.3 Nothing in this Agreement will be deemed to restrict the Voting Trustee from acting in any capacity on behalf of a Shareholder, the Corporation or from being a creditor of the Corporation.
3.1.4 The trust created by this Agreement is hereby declared to be irrevocable, and the Shareholders will have no right to replace or remove the Voting Trustee without the Voting Trustee’s written consent.
3.1.5 The Voting Trustee will be entitled to be reimbursed by the Corporation for any documented costs and expenses reasonably incurred by the Voting Trustee in the performance of the services under this Agreement.
Rights of Voting Trustee. Except as otherwise provided in this Agreement, the Voting Trustee shall be entitled to exercise, in his uncontrolled discretion, all rights and powers of every kind and nature with respect to the shares of Stock, including:
(a) the right to collect all dividends payable on any of the shares of Stock which shall be promptly distributed in accordance with the provisions of the applicable Voting Trust Certificate; and
(b) the right to vote the shares for every purpose and to consent to every and any corporate act of the Corporation or its shareholders.
Rights of Voting Trustee. For so long as any Stock shall remain subject to the terms of this Agreement, the Voting Trustee shall have the right to exercise, in person or by proxy, all voting rights and powers in respect of such Stock. The right to vote shall include the right to vote for the election of directors and in favor of or against any resolution or proposed action of any character whatsoever which may be presented at any meeting of, or require the consent of, stock- holders of the Company. Without limiting such general right, such action or proceeding may include the sale or mortgaging and pledging 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. The Voting Trustee may act as, and receive compensation as, a director or officer of the Company or of any controlled or subsidiary or affiliated corporation, or be otherwise associated therewith; and he, or any firm of which he may be a member, or any corporation or association of which he may be a stockholder, director or officer, or any such firm, corporation or association in which he may be otherwise directly or indirectly interested, may to the extent permitted by law, and without liability in any way or under any circumstances by reason thereof, contract with the Company or with any controlled or subsidiary or affiliated corporation, or be or become pecuniarily interested in any matter or transaction to which the Company or any controlled or subsidiary or affiliated corporation may be a party or in which the Company or any controlled or subsidiary or affiliated corporation may in any way be concerned, as fully as though he were not Voting Trustee hereunder. The Voting Trustee shall not be personally responsible with respect to any action taken pursuant to his vote 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 on his part, and provided also that the Voting Trustee at all times exercises good faith in such matters. The
Rights of Voting Trustee. (a) The Voting Trustee shall have the right with respect to the Shareholders' Stock to exercise in person or by nominee or proxy, all stockholders' voting rights and powers in respect of the Shareholders' Stock and to take part in, or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include, without limitation, the right to vote for the election of directors, in favor of or against any resolution or proposed action which may be presented at any meeting or require the consent of stockholders of the Company, including those pertaining to mortgaging, creating a security interest in, or pledging all or any part of the property of the Company, the dissolution of the Company, or the consolidation, merger, reorganization or recapitalization of the Company.
(b) The Voting Trustee, in voting the shares of capital stock of the Company, shall vote such stock in accordance with his best judgment, subject in each instance to the terms of any applicable shareholders' and/or related agreement which may from time to time be in effect.
Rights of Voting Trustee. (a) The Voting Trustee shall have the right with respect to the Shareholders' Stock to exercise in person or by their nominees or proxies, all stockholders' voting rights and powers in respect of the Shareholders' Stock and to take part in, or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include, without limitation, the right to vote for the election of directors, in favor of or against any resolution or proposed action which may be presented at any meeting or require the consent of stockholders of the Company, including those pertaining to mortgaging, creating a security interest in, or pledging all or any part of the property of the Company, the dissolution of the Company, or the consolidation, merger, reorganization or recapitalization of the Company.
(b) The Voting Trustee, in voting the shares of capital stock of the Company, shall vote such stock in accordance with her best judgment, subject in each instance to the terms of any applicable shareholders' and/or related agreement which may from time to time be in effect.
(c) Notwithstanding the provisions of subsection (a) of this Section, the Voting Trustee shall not exercise any rights she possesses to vote any Stock concerning (i) the acquisition or divestiture by the Company of any newspaper or any other business venture, (ii) the dissolution, consolidation, merger, reorganization or recapitalization of the Company, (iii) the sale, exchange, pledge or encumbrance of all or substantially all of the Company's assets, (iv) amendment of the Company's Certificate of Incorporation or bylaws or (v) the election of directors, without first conferring with and obtaining the prior consent of the beneficial owners of at least one-half of the shares of the Stock owned at the time of such shareholder vote by the Shareholders. The parties intend by the foregoing, in their capacity as shareholders, to provide a mechanism for the Voting Trustee to authorize routine actions that customarily are presented to a corporation's shareholders for approval, while reserving to each Shareholder the right to fully participate in certain major decisions concerning the Company. All Shareholders and the Voting Trustee shall act in good faith in carrying out this intention.
Rights of Voting Trustee. 3.1.1 The Voting Trustee may purchase, sell, own or hold and otherwise exercise rights in Shares and may contract with and be compensated by, and may be or become pecuniarily interested in any matter or transaction to which the Company may in any way be concerned, as fully and freely as if the Voting Trustee were not the Voting Trustee.
3.1.2 The trust created by this Agreement is hereby declared to be irrevocable, and the Shareholder will have no right to replace or remove the Voting Trustee without the Voting Trustee’s written consent.
3.1.3 The Voting Trustee will be entitled to be reimbursed by the Company for any documented costs and expenses reasonably incurred by the Voting Trustee in the performance of his or her services under this Agreement.
