Common use of Trustee to Communicate Tender Procedures Clause in Contracts

Trustee to Communicate Tender Procedures. In the event that Fortune receives notice of the commencement of a tender offer for Fortune Common Stock as to which Participants are entitled to give directions as provided in this Section 6, Fortune shall notify the Trustee as soon as administratively possible and shall cause a copy of all materials available to Fortune to be sent to the Trustee. If requested by the Trustee, Fortune shall certify to the Trustee that the aforementioned materials represent the same information available to Fortune. In the event of a tender offer, the Trustee will distribute or cause to be distributed as promptly as possible to all Participants entitled to give directions to the Trustee with respect to such tender offer all communications and other materials, if any, that the Trustee may receive from any person or entity (including Fortune) that are being distributed to the holders of the securities to whom such tender offer is directed and either are directed generally to such holders or relate to such tender offer, and Fortune will promptly furnish to the Trustee all such communications and other materials, if any, as are being distributed by or on behalf of Fortune. Fortune will provide the Trustee with such information, documents and assistance as the Trustee may reasonably request in connection with any communications or distributions to Participants as aforesaid. This information will include the names and current addresses of Participants and the number of shares of Fortune Common Stock credited to the accounts of each of them, upon which the Trustee may conclusively rely. Based on these materials and after consultation with Fortune, the Trustee shall prepare a tender instruction form to be sent to each Plan Participant with an interest in the Fortune Stock Fund containing the procedures relating to their right to give directions as named fiduciaries to the Trustee. The tender instruction form shall show the number of full and fractional shares of Fortune Common Stock that reflect the Participants' proportional interest in the Fortune Stock Fund. Notwithstanding any other provision of this Section 6, the Plan (as communicated to the Trustee by Fortune) or the Trust Agreement to the contrary, except if Fortune or one of its affiliated organizations serves as recordkeeper, to the extent necessary to provide Fortune or one of its affiliated organizations with information necessary accurately to maintain records of the interest in the Plans of Participants, the Trustee will use it best efforts (A) to keep confidential the direction (or the absence thereof) from each Participant with respect to any tender offer and the identity of such Participant and (B) not to divulge such direction or identity to any person or entity, including, without limitation, Fortune, its affiliated organizations and any director, officer, employee or agent thereof. It is the intent of this Section 6(c) that Fortune, its affiliated organizations and their directors, officers, employees and agents not be able to ascertain the direction given (or not given) or deemed to have been given by any Participant with respect to any tender offer.

Trustee to Communicate Tender Procedures. In the event that Fortune receives notice of the commencement of a tender offer for Fortune Common Stock as to which Participants are entitled to give directions as provided in this Section 67(c), Fortune shall notify the Trustee as soon as administratively possible feasible of the intended record date and shall cause a copy of all related materials available to obtained by Fortune to be sent to the Trustee. If requested by the Trustee, Fortune shall certify to the Trustee that the aforementioned materials represent the same information available to Fortune. In the event of such a tender offer, the Trustee will distribute or cause to be distributed as promptly as possible to all Participants entitled to give directions to the Trustee with respect to such tender offer all communications and other materials, if any, that the Trustee may receive from any person or entity (including Fortune) that are being distributed to the holders of the securities to whom such tender offer is directed and either are directed generally to such holders or relate to such tender offer, and Fortune will promptly furnish to the Trustee all such communications and other materials, if any, as are being distributed by or on behalf of Fortune. Fortune will use its reasonable best efforts to provide the Trustee with such information, documents and assistance as the Trustee may reasonably request in connection with any communications or distributions to Participants Participants, as aforesaid. This information will include the names and current addresses of Participants and the number of shares of Fortune Common Stock credited to Gallaher ADRs or securities underlying such Gallaher ADRs representin▇ ▇▇▇▇▇ proportionate interests in the accounts of each of themGalla▇▇▇ ▇▇▇▇, upon which the Trustee may conclusively rely. Based on these materials ▇▇▇▇▇ ▇aterials and after consultation with Fortune, the Trustee shall prepare a tender instruction form to be sent to each Plan Participant with an interest in the Fortune Stock Gallaher Fund containing the procedures relating to their right to give directions gi▇▇ ▇▇▇▇▇tions as named fiduciaries to the Trustee. The tender instruction form shall show the number of full and fractional shares of Fortune Common Stock Gallaher ADRs that reflect the Participants' Participants proportional interest in the Fortune Stock ▇▇▇ ▇▇▇▇aher Fund. Notwithstanding any other provision of this Section 67(▇), the Plan ▇▇▇ Plans (as communicated to the Trustee by Fortune) or the Trust Agreement to the contrary, except if Fortune or one of its affiliated organizations serves as recordkeeper, to the extent necessary to provide Fortune or one of its affiliated organizations as recordkeeper with information necessary accurately to maintain records of the proportional interest in the Plans Plan of Participants, the Trustee will use it its best efforts (A) to keep confidential the direction (or the absence thereof) from each Participant with respect to any tender offer and the identity of such Participant Participant, and (B) not to divulge such direction or identity to any person or entity, including, without limitation, Gallaher, Fortune, its their affiliated organizations and any director, officer, employee or agent thereof. It is the intent of this Section 6(c) 7 that Gallaher, Fortune, its their affiliated organizations and their directors, officers, employees and agents not be able to ascertain the direction given (or not given) or deemed to have been given by any Participant with respect to any tender offer.

Trustee to Communicate Tender Procedures. In the event that Fortune receives notice of the commencement of a tender offer for Fortune Common Stock ▇▇▇▇▇▇▇▇ ADRs as to which Participants are entitled to give directions as provided in this Section 6herein, Fortune shall notify the Trustee as soon as administratively possible and shall cause a copy of all materials available to Fortune to be sent to the Trustee. If requested by the Trustee, Fortune shall certify to the Trustee that the aforementioned materials represent the same information available to Fortune. In the event of a tender offer, the Trustee will distribute or cause to be distributed as promptly as possible to all Participants entitled to give directions to the Trustee with respect to such tender offer all communications and other materials, if any, that the Trustee may receive from any person or entity (including Fortune) that are being distributed to the holders of the securities to whom such tender offer is directed and either are directed generally to such holders or relate to such tender offer, and Fortune will promptly furnish to the Trustee all such communications and other materials, if any, as are being distributed by or on behalf of Fortune. Fortune will provide the Trustee with such information, documents and assistance as the Trustee may reasonably request in connection with any communications or distributions to Participants as aforesaid. This information will include the names and current addresses of Participants and the number of shares of Fortune Common Stock credited to ▇▇▇▇▇▇▇▇ ADRs or securities underlying such ▇▇▇▇▇▇▇▇ ADRs representing their proportionate interests in the accounts of each of them, upon which the Trustee may conclusively rely▇▇▇▇▇▇▇▇ Fund. Based on these materials and after consultation with Fortune, the Trustee shall prepare a tender instruction form to be sent to each Plan Participant with an interest in the Fortune Stock ▇▇▇▇▇▇▇▇ Fund containing the procedures relating to their right to give directions as named fiduciaries to the Trustee. The tender instruction form shall show the number of full and fractional shares of Fortune Common Stock ▇▇▇▇▇▇▇▇ ADRs that reflect the Participants' ’ proportional interest in the Fortune Stock Brands, Inc. 9 Third Amendment - LPS ▇▇▇▇▇▇▇▇ Fund. Notwithstanding any other provision of this Section 67, the Plan (as communicated to the Trustee by Fortune) or the Trust Agreement to the contrary, except if Fortune or one of its affiliated organizations serves as recordkeeper, to the extent necessary to provide Fortune or one of its affiliated organizations with information necessary accurately to maintain records of the interest in the Plans of Participants, the Trustee will use it best efforts (A) to keep confidential the direction (or the absence thereof) from each Participant with respect to any tender offer and the identity of such Participant and (B) not to divulge such direction or identity to any person or entity, including, without limitation, Fortune, its affiliated organizations and any director, officer, employee or agent thereof. It is the intent of this Section 6(c) 7 that Fortune, its affiliated organizations and their directors, officers, employees and agents not be able to ascertain the direction given (or not given) or deemed to have been given by any Participant with respect to any tender offer.