Successor Voting Trustee Sample Clauses

Successor Voting Trustee. (a) The Voting Trustee may, at any time, resign by giving written notice to the registered holders of the Voting Trust Certificates to take effect 30 days thereafter or upon prior acceptance thereof by the registered holders of the Voting Trust Certificates. (b) In the event of resignation of the Voting Trustee, the successor Voting Trustee shall be such person as may be designated by the holders of Voting Trust Certificates representing a majority of the Voting Trust Stock. (c) Notwithstanding the provisions of Section 7(b) hereof, no person designated as a successor Voting Trustee shall serve as a Voting Trustee hereunder until such person has agreed in writing to be bound by the obligations contained in this Agreement whereupon such successor Voting Trustee shall succeed to and become vested with all the rights, powers, privileges and duties of a Voting Trustee under this Agreement.
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Successor Voting Trustee. The Voting Trustee may resign at any time by giving written notice 30 days prior to the date of such resignation to the holders of the Voting Trust Certificates. The resigning Voting Trustee is hereby authorized to, and shall, appoint a successor Voting Trustee, which such successor Voting Trustee shall be required to vote all shares of Voting Trust Stock as directed by Xmark Asset Management, LLC. Upon the acceptance in writing by a successor Voting Trustee of any appointment as Voting Trustee hereunder and the agreement in writing of such successor Voting Trustee to be bound by the obligations contained in this Agreement, (i) the retiring Voting Trustee shall give written notice to (a) the Company of its retirement, and direct that all notices due to it by virtue of its position as Voting Trustee should be sent to the successor Voting Trustee and (b) to the holders of the Voting Trust Certificate providing the name, address and contact person at the successor Voting Trustee, and (ii) such successor Voting Trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Voting Trustee such successor Voting Trustee shall deliver to the Company written notice of its acceptance of the position of Voting Trustee, and (iii) upon (but only upon) such acceptance, the retiring Voting Trustee shall be discharged from further responsibilities under this Agreement.
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Successor Voting Trustee. If, for any reason the Voting Trustee ceases to be Voting Trustee, a successor Voting Trustee shall be designated within 45 days of notice of the resignation of the Voting Trustee. Saratoga Lighting Holdings LLC, its successors or assigns, may designate the successor Voting Trustee. If Saratoga Lighting Holdings LLC, its successors or assigns, fails to so designate a successor Voting Trustee within 60 days following notice of the resignation of the Voting Trustee, any Shareholder may petition any court of competent jurisdiction in the County of Cuyahoga, State of Ohio for appointment of a successor Voting Trustee. Upon acceptance of designation as successor Voting Trustee, the successor Voting Trustee shall have all of the rights and duties of the Voting Trustee hereunder.
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Successor Voting Trustee. If, for any reason, the Voting ------------------------ Trustee ceases to be Voting Trustee, a successor Voting Trustee shall be designated by GE. If GE fails to designate a successor Voting Trustee, of if such successor fails to accept the rights and duties of the Voting Trustee, within 45 days of notice of the death, disability, or resignation of the Voting Trustee, the Shareholders owning a majority of the Shares may designate the successor Voting Trustee. If the Shareholders fail to so designate a successor Voting Trustee within 60 days following notice of death, disability or resignation of the Voting Trustee, any Shareholder may petition any court of competent jurisdiction in the County of Cuyahoga, State of Ohio for appointment of a successor Voting Trustee. Upon acceptance of designation as successor Voting Trustee, the successor Voting Trustee shall have all of the rights and duties of the Voting Trustee hereunder.
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Successor Voting Trustee. Any successor trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to the Parent and Exchangeco and to its predecessor trustee an instrument accepting such appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with the like effect as if originally named as trustee in this Agreement. However, on the written request of the Parent and Exchangeco or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any successor trustee, the Parent, Exchangeco and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.
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Successor Voting Trustee. The Trustee (and any successor trustee) may at any time resign by mailing to the registered holders of Voting Trust Certificates a written resignation, to take effect ten days thereafter, or upon the prior acceptance thereof. Upon the death, incapacity or unwillingness to act of Jean X. Xxxxxxx, xx upon her resignation as Voting Trustee, Caroxxx X. Xxxxxx xxxll become successor Voting Trustee for Jean X. Xxxxxxx. Xxon the death, incapacity or unwillingness to act of Caroxxx X. Xxxxxx, xx upon her resignation as Voting Trustee, Charxxx X. Xxxxxxx xxxll become successor Voting Trustee for Caroxxx X. Xxxxxx.
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Successor Voting Trustee. If XXXXXX X. XXXXXX shall resign or for any other reason cease or be unable to serve as the Voting Trustee, and no successor is appointed as provided below, then XXXXX X. XXXXXX shall, upon acceptance of the trust, serve as the Voting Trustee.
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Successor Voting Trustee. If a Voting Trustee shall cease to qualify as the Voting Trustee, the Voting Trust Committee will appoint a successor Voting Trustee. The successor Voting Trustee may be the Chief Executive Officer, the President, the Chief Financial Officer, or one of the Corporation’s independent directors. An officer of the Corporation will qualify to serve as Voting Trustee so long as such person continues to serve as an officer of the Corporation and provided that such person is not a family member of Xxxxxxxxx and does not have a business relationship with Xxxxxxxxx outside the Corporation. An independent director of the Corporation will qualify to serve as Voting Trustee so long as such person continues to be an independent director of the Corporation. The right, powers, and obligations of the Voting Trustee shall be possessed by any successor Voting Trustee as though such successor had originally been a party to this Agreement.
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Successor Voting Trustee. (i) Subject to the approval of the other Voting Trustees as provided herein, each Voting Trustee shall have the right to name one or more potential successors to serve as Voting Trustee if, for any reason, such Voting Trustee ceases be a Voting Trustee under this Voting Trust; provided however, that any successor appointed by a Voting Trustee must meet the following requirements (an "Eligible Successor"): [a] an individual at least 21 years of age, and [b] a Permitted Transferee under the Stockholders Agreement. If a Voting Trustee names more than one potential successor, he or she shall also indicate the order in which such potential successors shall be eligible to serve as successor Voting Trustee. At the time this Voting Trust is executed, each of the Voting Trustees shall submit to one another a list of their initial potential successors, in the order in which such initial potential successors shall be eligible to serve as Voting Trustee. The other Voting Trustees shall have a 60 day period after the list of initial potential successors is provided in which to provide written notice of objection to one or more of the initial potential successors. If the remaining Voting Trustees fail to provide written notice of objection to the initial potential successors, such initial potential successors (the "Approved Successors") shall be deemed approved by the Voting Trustees and no other opportunity for objection shall be provided at the time such successor is appointed pursuant to Section 6(b)(iii) below. An objection notice is only effective if both remaining Voting Trustees provide such written notice. (ii) Any Voting Trustee may remove or change the order of eligibility of any potential successor Voting Trustee on his or her list of Approved Successors at any time upon notice to the other Voting Trustees. A Voting Trustee may propose to name additional potential successors (meeting the requirements of an Eligible Successor as defined above) to the list of Approved Successors at any time; however, such additional potential successors shall be subject to the approval of the other Voting Trustees. Upon receiving notice that a Voting Trustee has proposed to name additional potential successors, the two remaining Voting Trustees shall have 60 days to provide written notice of objection to the appointment of such additional potential successors. If the remaining Voting Trustees fail to provide written notice of objection within such 60 day period, then the appoin...
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Related to Successor Voting Trustee

  • Successor Owner Trustee Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon written acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act.

  • Appointment as Proxy Voting Agent Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.

  • Voting Trust The voting trust hereby created shall commence on the date hereof and continue through and including December 31, 2005. Throughout such period the Trustee shall have the exclusive right to vote upon such shares or to give written consents in lieu of voting thereon, subject to any limitation on the right to vote contained in the Articles of Incorporation or other certificate filed pursuant to law, in person or by proxy at all meetings of the shareholders of the Corporation, and in all proceedings wherein the vote or written consent of shareholders may be required or authorized by law.

  • Voting Trusts, etc To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

  • No Voting Trusts Shareholder agrees that Shareholder will not, nor will Shareholder permit any entity under Shareholder's control to, deposit any Shares in a voting trust or subject the Shares to any agreement, arrangement or understanding with respect to the voting of the Shares inconsistent with this Agreement.

  • Successor Trustee Any successor trustee appointed as provided in Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor and to its predecessor trustee and the Master Servicer an instrument accepting such appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein. The Depositor, the Master Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and obligations. No successor trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof and its appointment shall not adversely affect the then current rating of the Certificates. Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

  • Appointment of Successor Warrant Agent The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

  • Appointment of Successor Rights Agent The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.

  • Appointment of Co-Trustee (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction or otherwise, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustees, of all or any part of this Indenture, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.09 and no notice to the Holders of the appointment of any co-trustee or separate trustee shall be required. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (1) All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee. (2) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (3) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 7.12. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies, and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

  • Appointment of Co-Trustee or Separate Trustee Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Seller and the Owner Trustee may consider necessary or desirable. If the Seller shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and copies thereof given to the Seller and the Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Owner Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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