Trust Matters. (a) Each Australian Loan Party that is a trustee (each such entity, a “Trustee Subsidiary”):
(i) has taken all necessary actions required by the constituent document of the relevant trust to authorize the entry into, the delivery of and performance of the Loan Documents to which it is expressed to be a party;
(ii) has properly performed its obligations to the relevant trust beneficiaries in entering into each Loan Document to which it is expressed to be a party;
(iii) has power as trustee of the relevant trust to enter and perform its obligations under each Loan Document to which it is expressed to be a party and to carry out the transactions contemplated by those documents;
(iv) is the only trustee of any trust of which it is a trustee, unless it is a joint trustee and that other trustee is also a Loan Party; and
(A) has a right to be fully indemnified out of the property the subject of the relevant trust in relation to the obligations under each Loan Document to which it is expressed to be a party, (B) has not released or disposed of the trustee’s equitable lien over the relevant trust property which secures that indemnity, and (C) has not committed any breach of trust or done or omitted to do anything which has prejudiced or limited its rights of indemnity or equitable lien.
(b) No action has been taken to (i) remove any Trustee Subsidiary as trustee of the relevant trust or to appoint an additional trustee of the relevant trust (unless, in each case, the relevant trustee is replaced by another Loan Party) and (ii) to terminate any trust of which a Trustee Subsidiary is a trustee other than where the trust has no material assets, or if the assets of the trust are transferred to another Loan Party.
(c) Each Trustee Subsidiary has delivered to the Administrative Agent a copy of the trust deed and all other instruments creating or evidencing the terms of the trust in respect of the trust in relation to which it acts as trustee.
(d) Entry into each Loan Document to which a Trustee Subsidiary is a party is for the reasonable commercial benefit of the beneficiaries of the relevant trust.
(e) Each Secured Party’s rights under the Loan Documents which a Trustee Subsidiary enters into rank in priority to the interests of the beneficiaries of the relevant trust.
Trust Matters. Neither Suncrest nor any of its Subsidiaries exercises trust powers, including, but not limited to, trust administration, and neither it nor any predecessor has exercised such trust powers for a period of at least three (3) years prior to the date hereof. The term “trusts” as used in this Section 4.31 includes (i) any and all common-law or other trusts between an individual, corporation or other entities and Suncrest or any of its Subsidiaries or a predecessor, as trustee or co-trustee, including, without limitation, pension or other qualified or nonqualified employee benefit plans, compensation, testamentary, inter vivos, and charitable trust indentures; (ii) any and all decedents’ estates where Suncrest, or any of its Subsidiaries or a predecessor is serving or has served as a co-executor or sole executor, personal representative or administrator, administrator xx xxxxx non, administrator xx xxxxx non with will annexed, or in any similar fiduciary capacity; (iii) any and all guardianships, conservatorships or similar positions where Suncrest, or any of its Subsidiaries or a predecessor is serving or has served as a co-grantor or a sole grantor or a conservator or co-conservator of the estate, or in any similar fiduciary capacity; and (iv) any and all agency and/or custodial accounts and/or similar arrangements, including plan administrator for employee benefit accounts, under which Suncrest, or any of its Subsidiaries or a predecessor is serving or has served as an agent or custodian for the owner or other party establishing the account with or without investment authority.
Trust Matters. Buyer shall have communicated to Seller the names of the trustees and sub-advisers expected to serve the Trust and the Fund following the Closing.
Trust Matters. The words "Met Investors Series Trust" and "Trustees" or "
Trust Matters. The word “Trust” used herein refers to any Trust created under a Certificate of Trust and an Agreement and Declaration of Trust which documents are hereby referred to and copies of which are on file at the office of the Secretary of State of the State of Delaware in the case of the Certificate of Trust and at the principal office of the Trust in the case of the Certificate of Trust and the Agreement and Declaration of Trust. The obligations of the Trust entered into in the name or on behalf thereof by any of the trustees, officers, representatives or agents of the Trust are made not individually, but in such capacities, and are not binding upon any of the trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the Trust property, and all persons dealing with any Investment Fund of the Trust must look solely to the Trust property belonging to such Investment Fund for the enforcement of any claims against the Trust on behalf of such Investment Fund.
Trust Matters. (a) If, at any time after the date hereof, Borse Dubai and its Subsidiaries, taken as a whole, own less than 19.99% of the outstanding Shares calculated on a fully diluted basis (in accordance with the methodology set forth on Schedule A, but not including any Shares owned by the Trust) and Borse Dubai desires for the Trustee to transfer a number of Shares from the Trust to Borse Dubai in order to increase Borse Dubai’s ownership to such 19.99% level, then, upon the request of Borse Dubai, Nasdaq shall within five (5) Business Days of such request execute a certificate signed by an executive officer of Nasdaq in a form reasonably acceptable to Borse Dubai, confirming that the Trustee may transfer such number of Shares from the Trust to Borse Dubai.
(b) As of the date hereof, because Borse Dubai beneficially owns the Shares held by the Trust, the Shares held by Borse Dubai and the Trust collectively are subject to the voting limitation imposed by Article Fourth, Section C.2 of Nasdaq’s Amended and Restated Certificate of Incorporation. As a result, until such voting limitation is no longer applicable to the Shares beneficially owned by Borse Dubai (whether as the result of its decreased percentage interest in the Shares, pursuant to Section 4.2 hereof, a combination or either or otherwise), Borse Dubai shall vote all Shares beneficially owned by Borse Dubai, and the Trust shall have no separate voting rights. However, if, at any time after the date hereof such voting limitation is no longer applicable to the Shares beneficially owned by Borse Dubai, Trustee shall have the right to vote the Shares held by the Trust on any matters submitted to the stockholders of Nasdaq, and Borse Dubai shall use its reasonable best efforts to cause the Trustee to execute a proxy with respect to the Shares held by the Trust in favor of the Corporate Secretary or other designee of Nasdaq to vote on respect to such matters. The Corporate Secretary or other designee of Nasdaq shall vote such Shares pro rata with the other shareholders of Nasdaq (excluding Borse Dubai) at the time of any such vote.
(c) For as long as the Trust continues to hold any Shares, Borse Dubai shall use its reasonable best efforts to cause the Trustee to dispose of any Shares owned by the Trust (including, pursuant to the 2008 Registration Rights Agreement); provided, however, that Borse Dubai shall have no obligation to cause the Trust to dispose of such Shares if the net amount that the Trustee would re...
Trust Matters. Each Trustee covenants and agrees that, for a period of thirty six (36) months after the Closing, such Trustee: (a) shall not amend, modify, restate, terminate or otherwise change, and shall not allow any other Person to amend, modify, restate, terminate or otherwise change, the Trust Agreement, including, but not limited to Section 1.3 thereof, to permit distributions of principal of any separate trust established pursuant to the Trust Agreement except as now permitted by the third sentence of Section 1.3 of the Trust Agreement; and (b) shall not make any distributions of principal from the separate trust with respect to which Trustee serves as the trustee that exceed amounts allowed by the discretionary ascertainable standard set forth in the third sentence of Section 1.3 of the Trust Agreement.
Trust Matters. Xxxxxxxx established and is the sole trustee of the Trust.
Trust Matters. The Company exercises no trust powers, including, but not limited to, trust administration, and neither it nor any predecessor has exercised such trust powers for a period from and after January 1, 2012. The term “trusts” as used in this Section 3.32 includes (i) any and all common-law or other trusts between an individual, corporation or other entities and the Company or a predecessor, as trustee or co-trustee, including, without limitation, pension or other qualified or nonqualified employee benefit plans, compensation, testamentary, inter vivos, and charitable trust indentures; (ii) any and all decedents’ estates where the Company, or a predecessor is serving or has served as a co-executor or sole executor, personal representative or administrator, administrator xx xxxxx non, administrator xx xxxxx non with will annexed, or in any similar fiduciary capacity; (iii) any and all guardianships, conservatorships or similar positions where the Company, or a predecessor is serving or has served as a co-grantor or a sole grantor or a conservator or co-conservator of the estate, or in any similar fiduciary capacity; and (iv) any and all agency and/or custodial accounts and/or similar arrangements, including plan administrator for employee benefit accounts, under which the Company, or a predecessor is serving or has served as an agent or custodian for the owner or other party establishing the account with or without investment authority.
Trust Matters. (a) The Shareholder is a trust duly organized and not dissolved under the laws of its jurisdiction of formation. No proceedings have been taken or authorized by the Shareholder or, to the Knowledge of the Shareholder, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Shareholder.
(b) The Shareholder has all necessary power and capacity to enter into, execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and the Closing Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby and any instruments or agreements required herein or therein.
(c) The Shareholder has taken all action necessary to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement and the Closing Documents to which it is a party.
