Common use of Trustee's Administrative Powers Clause in Contracts

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to the Trustee's duties hereunder, the Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) to retain any asset of the Trust Fund; (b) subject to Section 5.4 and Article 3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any Trust Fund assets at public or private sale; (c) upon direction from the Committee and with the Trustee's consent, to borrow from any lender (including the Company pursuant to the Loan), to acquire Company Stock as authorized by this Agreement, to enter into lending agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee; provided, however, that any collateral given by the Trustee for the Loan shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust and shall not include Company Stock acquired with the proceeds of the Loan; (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the Trustee; (e) to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.4; (f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) to employ such accountants, actuaries, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1; (h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset; (i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund; and (j) to consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1. Notwithstanding the foregoing, neither the Trust nor the Trustee shall have any power to, and shall not, engage in any trade or business. Any loan obtained by the Trustee pursuant to Section 5.3(c) shall be in its capacity as Trustee and not in its individual corporate capacity.

Appears in 3 contracts

Samples: Stock Compensation Trust Agreement (Mid Atlantic Medical Services Inc), Stock Compensation Trust Agreement (Mid Atlantic Medical Services Inc), Stock Compensation Trust Agreement (Mid Atlantic Medical Services Inc)

AutoNDA by SimpleDocs

Trustee's Administrative Powers. Except as otherwise provided herein, ------------------------------- and subject to the Trustee's duties hereunder, the Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) 6.3.1 to retain any asset of the Trust FundFund for the purposes set forth herein; (b) 6.3.2 subject to Section 5.4 2.3, Article 4, Section 6.2, Section 6.4 and Article 3Section 9.3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any Trust Fund assets at public or private sale, as necessary to perform its obligations hereunder; (c) upon direction from the Committee and with the Trustee's consent, 6.3.3 to borrow from any lender (including the Company pursuant to the Loan), Loan to acquire Company Stock as authorized by this Agreement, and to enter into lending agreements upon such terms (including reasonable interest and security for the loan Loan and rights to renegotiate and prepay such loan) as may be determined by the CommitteeLoan); provided, however, that any collateral -------- ------- given by the Trustee for the Loan shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust and shall not include Company Stock acquired with the proceeds of the Loan; (d) 6.3.4 with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the TrusteeFund; (e) 6.3.5 to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, as directed by the Committee; provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.46.4; (f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) 6.3.6 to employ such accountants, actuaries, attorneys, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c6.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.15.1; (h) 6.3.7 to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset; (i) 6.3.8 to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund; and (j) 6.3.9 to consult with legal counsel of its own choosing (who may also be counsel for the Trustee or the Company generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.15.1. Notwithstanding any power granted to the foregoingTrustee pursuant to the foregoing or under applicable law, neither the Trust nor the Trustee shall have any power to, and shall not, engage in any trade or business. Any loan obtained by the Trustee pursuant to Section 5.3(c) shall be business (solely in its capacity as Trustee of the Trust) and, in particular, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and not in its individual corporate capacitydividing the gains therefrom, within the meaning of Treas. Reg. (S) 301.7701-2.

Appears in 1 contract

Samples: Employee Benefits Trust Agreement (Ultramar Diamond Shamrock Corp)

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to the Trustee's duties hereunder, the Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) to retain any asset of the Trust Fund; (b) subject to Section 5.4 and Article 3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any Trust Fund assets at public or private sale; (c) upon direction from the Committee and with the Trustee's consent, to borrow from any lender (including the Company pursuant to the Loan), to acquire Company Stock as authorized by this Agreement, to enter into lending agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee; provided, however, that any collateral given by the Trustee for the Loan shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust and shall not include Company Stock acquired with the proceeds of the Loan; (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the Trustee; (e) to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.4; (f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) to employ such accountants, actuaries, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1; (h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset; (i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund; and (j) to consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1. Notwithstanding the foregoing, neither the Trust nor the Trustee shall have any power to, and shall not, engage in any trade or business. Any loan obtained by the Trustee pursuant to Section 5.3(c) shall be in its capacity as Trustee and not in its individual corporate capacity.

Appears in 1 contract

Samples: Stock Compensation Trust Agreement (Mid Atlantic Medical Services Inc)

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to the Trustee's duties hereunder, the Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) VI.3.1 to retain any asset of the Trust FundFund for the purposes set forth herein; (b) VI.3.2 subject to Section 5.4 and Article 3the other provisions of this Agreement, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any Trust Fund assets at public or private sale, as necessary to perform its obligations hereunder; (c) upon direction from the Committee and with the Trustee's consent, VI.3.3 to borrow from any lender (including the Company pursuant to the Loan), Loan to acquire Company Stock as authorized by this Agreement, to enter into lending agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee; provided, however, that any collateral given by the Trustee for the Loan shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust and shall not include Company Stock acquired with the proceeds of the Loan; (d) VI.3.4 with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the TrusteeFund; (e) VI.3.5 to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.46.4; (f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) VI.3.6 to employ such accountants, actuaries, attorneys, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c)6.3.3; and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.15.1; (h) VI.3.7 to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset; (i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund; and (j) to consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1. Notwithstanding the foregoing, neither the Trust nor the Trustee shall have any power to, and shall not, engage in any trade or business. Any loan obtained by the Trustee pursuant to Section 5.3(c) shall be in its capacity as Trustee and not in its individual corporate capacityVI.

Appears in 1 contract

Samples: Employee Benefits Trust Agreement (Airgas Inc)

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to in the Trustee's duties hereunderTrust Agreement, the Trustee shall have exercise the following powers powers, rights and rights, duties in addition to those provided elsewhere in this the Trust Agreement or by law: (a) to retain any asset of the Trust Fund, including any dividends or other property received with respect to insurance policies or other property held in the Trust; (b) subject to Section 5.4 and Article 3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any Trust Fund assets at public or private sale; (c) upon direction from the Committee and with the Trustee's consent, to borrow from any lender (including the Company pursuant including, to the Loanextent permitted under federal or state law, CBI, any shareholder of CBI or the lending department of the Trustee), to acquire Company Stock as authorized by this Agreementor maintain life insurance policies on the lives of Participants or to distribute benefits in accordance with the Plans; provided that the Trustee shall not make any borrowing (other than under a life insurance policy) from a lender other than CBI, if CBI is willing to enter into lending agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay make such loan) as may be determined by the Committee; and further provided, however, that any collateral given by before a Change in Control (as defined in Section 5.3), CBI and the Trustee for the Loan shall be limited to cash and property contributed by the Company must jointly agree to the Trust terms and dividends paid on Company Stock held conditions of any borrowing (other than under a life insurance policy) or any agreement with any lender (other than a life insurance company making loans pursuant to such life insurance policy). (c) to employ such accountants, actuaries, attorneys and agents, whether independent or not, as may be reasonably necessary in collecting, managing, administering, investing, distributing and protecting the Trust and shall not include Company Stock acquired with Fund or the proceeds assets thereof or any borrowings of the LoanTrustee made in accordance with paragraph (b) above or computing the obligations herein or excess assets, if any, of the Trust Fund; (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the TrusteeFund; (e) to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust securities either in person or by proxy for any purpose, provided that to consent to, to dissent from and to oppose or take any action in connection with, and receive and retain any securities resulting from any reorganization, consolidation, merger, readjustment of the Trustee shall votefinancial structure, tender sale, lease or exchange all shares other disposition of Company Stock as provided in Section 5.4the assets of any corporation or other organization, the securities of which may be an asset of the Trust Fund; (f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) to employ such accountants, actuaries, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1; (h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's its individual name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such assetassets; (ig) Pursuant to the Insurance Plan, to execute and hold the Assignments, and to exercise, assert and enforce the rights and interests of the Assignee thereunder, and to pay premiums for insurance policies issued under the Insurance Plan as set forth in the Insurance Plan, an Agreement or this Trust; (h) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all exercise any of the assets powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts in its judgment necessary or appropriate for the proper administration of the Trust Fund; and (j) to consult with legal counsel (who may also be counsel for , even though such powers, rights and acts are not specifically enumerated in the Trustee generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1Trust. Notwithstanding the foregoing, neither the Trust nor the Trustee shall have any power to, and shall not, engage in any trade or business. Any loan obtained by powers granted to the Trustee pursuant to Section 5.3(c) this Trust Agreement or by applicable law, the Trustee shall be in its capacity as Trustee not have any power that could give this Trust the objective of carrying on a business and not in its individual corporate capacitydividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedural and Administrative Regulations promulgated pursuant to the Code.

Appears in 1 contract

Samples: Trust Agreement (Cbi Industries Inc /De/)

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to the Trustee's Trustees' duties hereunder, the Trustee Trustees shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) to retain any asset of the Trust Fund; (b) subject to Section 5.4 and Article 3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, to any Trust Fund assets at public or private sale; (c) upon direction from the Committee and with the Trustee's consentconcurrence of the Company, to borrow from any lender (including the Company pursuant to the LoanLoans), to acquire Company Stock as authorized by this Agreement, to enter into lending agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the CommitteeBoard of Directors; provided, however, that any collateral given by the Trustee Trustees for the Loan Loans shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust Fund and shall not include Company Stock acquired with the proceeds of the LoanLoans; (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the TrusteeFund; (e) to vote or to give any consent with respect to any such securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, purpose provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.4; (f) to exercise any of the powers and rights of an any individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its their judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) to employ such accountants, actuaries, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which forwhich the Trustee Trustees shall be reimbursed in accordance with Section 4.1; (h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's Trustees' name or in the name of its their nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate Trustees shallindicate the true ownership of such assetassets; (i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust FundFunds; and (j) to consult with legal counsel (who may also be counsel for the Trustee Company generally) with respect to any of its their duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee Trustees shall be reimbursed in accordance with Section 4.1. Notwithstanding the foregoing, neither the Trust nor the Trustee Trustees shall have any power to, and shall not, engage in any trade or businessbusiness regarding the Trust Fund. Any loan obtained All decisions by the Trustee pursuant to Section 5.3(c) Trustees shall be in its capacity as Trustee and not in its individual corporate capacitygoverned by a majority vote of the Trustees.

Appears in 1 contract

Samples: Stock Employee Compensation Trust (Questech Inc)

AutoNDA by SimpleDocs

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to the Trustee's duties hereunder, the Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) to retain any asset of the Trust FundFund for the purposes set forth herein; (b) subject to Section 5.4 and Article 3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any Trust Fund assets at public or private sale; (c) upon direction from the Committee and with the Trustee's consent, to borrow from any lender (including the Company pursuant to the Loan), to acquire Company Stock as authorized by this Agreement, to enter into lending agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee; provided, however, that any collateral given by the Trustee for the Loan shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust and shall not include Company Stock acquired with the proceeds of the Loan; (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the TrusteeFund; (ec) to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.4; (f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (gd) to employ such accountants, actuaries, attorneys, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1; (he) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset; (if) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund; and (jg) to consult with legal counsel (who may also be counsel for the Trustee or the Company generally) with respect to any of its duties or obligations hereunder; to be fully protected in relying upon the written opinion of such legal counsel; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1. Notwithstanding any power granted to the foregoingTrustee pursuant to the foregoing or under applicable law, neither the Trust nor the Trustee shall have any power to, and shall not, engage in any trade or business. Any loan obtained by the Trustee pursuant to Section 5.3(c) shall be business (solely in its capacity as Trustee of the Trust) and, in particular, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and not in its individual corporate capacitydividing the gains therefrom, within the meaning of Treas. Reg. 301.7701-2.

Appears in 1 contract

Samples: Employee Stock Trust Agreement (Hanover Foods Corp /Pa/)

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to the Trustee's Trustees' duties hereunder, the Trustee Trustees shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) to retain any asset of the Trust Fund; (b) subject to Section 5.4 and Article 3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, to any Trust Fund assets at public or private sale; (c) upon direction from the Committee and with the Trustee's consentconcurrence of the Company, to borrow from any lender (including the Company pursuant to the LoanLoans), to acquire Company Stock as authorized by this Agreement, to enter into lending agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the CommitteeBoard of Directors; provided, however, that any collateral given by the Trustee Trustees for the Loan Loans shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust and shall not include Company Stock acquired with the proceeds of the Loan;in (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the TrusteeFund; (e) to vote or to give any consent with respect to any such securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, purpose provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.4; (f) to exercise any of the powers and rights of an any individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its their judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) to employ such accountants, actuaries, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee Trustees shall be reimbursed in accordance with Section 4.1; (h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's Trustees' name or in the name of its their nominee, or in such form that title will pass by delivery, provided that the records of the Trustee Trustees shall indicate the true ownership of such assetassets; (i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust FundFunds; and (j) to consult with legal counsel (who may also be counsel for the Trustee Company generally) with respect to any of its their duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1. Notwithstanding the foregoing, neither the Trust nor the Trustee Trustees shall have any power to, and shall not, engage in any trade or businessbusiness regarding the Trust Fund. Any loan obtained All decisions by the Trustee pursuant to Section 5.3(c) Trustees shall be in its capacity as Trustee and not in its individual corporate capacitygoverned by a majority vote of the Trustees.

Appears in 1 contract

Samples: Stock Employee Compensation Trust Agreement (Stock Employee Compensation Trust)

Trustee's Administrative Powers. Except as otherwise provided herein, and subject to the Trustee's duties hereunder, the Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement or by law: (a) to retain any asset of the Trust FundFund for the purposes set forth herein; (b) subject to Section 2.3, Article 3, Section 5.2, Section 5.4 and Article 3Section 8.3, to sell, transfer, mortgage, pledge, lease or otherwise dispose of, or grant options with respect to, any Trust Fund assets at public or private sale; (c) upon direction from the Committee and with the Trustee's consentCompany, to borrow from any lender (including the Company pursuant to the Loan), to acquire Company Stock as authorized by this Agreement, to enter into lending loan agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee; provided, however, that any collateral given by the Trustee for the Loan shall be limited to cash and property contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust Fund and shall not include Company Stock acquired with the proceeds of the Loan; (d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund initiated by a party other than the TrusteeFund; (e) to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose, provided that the Trustee shall vote, tender or exchange all shares of Company Stock as provided in Section 5.4; (f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in this Agreement; (g) to employ such accountants, actuaries, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing, distributing and protecting the Trust Fund or the assets thereof or any borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and out-of-pocket expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1; (h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee's name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset; (i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund; and (j) to consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and out-of-pocket expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1. Notwithstanding the foregoing, neither the Trust nor the Trustee shall have any power to, and shall not, engage in any trade or business. Any loan obtained by the Trustee pursuant to Section 5.3(c) shall be in its capacity as Trustee and not in its individual corporate capacity.

Appears in 1 contract

Samples: Stock and Employee Benefit Trust Agreement (Browning Ferris Industries Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!