Trustees Powers and Duties. The Trustee shall have exclusive authority and discretion to manage and control the Trust. The Trustee shall have all necessary powers to discharge its duties under this Trust, including without limitation the following powers, rights, and duties:
a. To sell, exchange, convey, or transfer or otherwise dispose of any property, whether real or personal, the Trustee holds under the Trust, by private contract or at public auction.
b. To invest and reinvest the assets of the Trust in any deposit account, contract, property, or securities, to the extent permitted by applicable law, subject to the investment objectives of each Fund as established from time to time.
c. To retain in cash, without liability for interest, such amounts as the Trustee considers reasonable under the circumstances, pending the selection and purchase of investments, the payment of expenses and fees, or other anticipated distributions.
d. When directed by the Plan Sponsor or its authorized agent, (i) to make payments of benefits under a Participating Plan to such trustee(s), persons, or accounts, in such manner, at such time and in such amounts as the Plan Sponsor or authorized agent may from time to time in writing direct, and the Trustee shall be fully protected in making payments out of the Trust in accordance with such written directions; (ii) to receive and hold for any Participating Plan any funds or property transferred in accordance with the provisions of the Participating Plan to the Trustee from any trust or other funding entity which forms a part of another retirement plan which meets the qualification requirements set forth in Section 2.1 hereof.
e. To make, execute, acknowledge and deliver any and all deeds, leases, assignments, documents of transfer and conveyance, and all other instruments that may be necessary or appropriate to carry out the powers herein granted, and to give full receipts and discharges.
f. To exercise subscription, conversion, and other rights and options (and make payments from the Trust in connection therewith), to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing, and any other plan or change affecting any property constituting a part of the Trust, to hold or register any property from time to time in the Trustee’s name or in the name of a nominee or to hold it unregistered or in such form that title shall pass by delivery; provided that except as ...
Trustees Powers and Duties. 1. The Trustee shall use reasonable and prudent care and reasonable and prudent diligence in the exercise of his/her powers and the performance of his/her duties as Trustee.
2. With respect to the Fund, the Trustee shall have the following duties and powers, in addition to and not in limitation of the powers granted or conferred by law, all of which shall be exercised in a fiduciary capacity:
(a) to collect and receive any and all money and other property of whatever kind or nature due or owing or belonging to the Fund and to give full discharge and acquittance therefor, and to extend for a reasonable period of time, the time of payment of any obligation at any time owing to the Fund.
(b) to disburse Income or Corpus only pursuant to the conditions set forth in Articles 16, 21, and 22 of this Agreement.
3. The Trustee shall follow the written directions of the Trust Fund Committee with respect to the retention, purchase, sale or encumbrance of trust property and the investment and reinvestment of Principal and Income held hereunder, the sole authority and discretion for which shall belong to the Trust Fund Committee (provided, however, that the Trust Fund Committee shall not be authorized to direct the Trustee to purchase any asset that would violate federal, state or local law, or the provisions of this Agreement). The Trust Fund Committee shall have full authority to direct the Trustee to take any action with respect to the trust assets that the Trustee is authorized to take under this Agreement.
4. The Trustee shall not be accountable for any loss or depreciation in value sustained by reason of action taken pursuant to direction of the Trust Fund Committee.
5. The Trustee shall have the entire care and custody of all of the assets comprising the Fund and shall have sole responsibility for:
(a) making all payment of liabilities and administration expenses; and,
(b) effecting all distributions pursuant to the instruction of the Trust Fund Committee, whether of Principal or of Income, to the Republic of the Xxxxxxxx Islands under this Agreement.
6. The Trustee shall maintain full and accurate books of account and records of all financial transactions relative to the Fund, which shall be available at all reasonable times for inspection by the Trust Fund Committee or its representatives.
7. The Trustee shall make quarterly reports to the Trust Fund Committee on performance and activity of the Fund.
8. The Trustee shall be entitled to reasonable fees and expe...
Trustees Powers and Duties. (a) The Trustee shall have the powers and duties provided in this Section 8.2, subject, prior to a Change in Control, to the direction of the Committee and or investment managers appointed by the Committee in accordance with Section 8.1(a), provided, however, that in no event may the Trustee invest in (i) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests, (ii) any asset settled or held in safekeeping outside of the United States, or (iii) real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust Corpus shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Plan Participants.
(b) To invest and reinvest the Trust Corpus, without distinction between principal and income, in any form of domestic property, whether or not productive of income or consisting of wasting assets, provided that investments shall be so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so;
(c) To invest all or any part of the Trust Corpus in interests in registered investment companies, for which the Trustee or an affiliate of the Trustee receives compensation for providing custodial, transfer agency, investment advisory or other services (the Company acknowledges that interests in such investment companies are not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise supported by the United States of America, the Federal Deposit Insurance Corporation, or any bank or government entity);
(d) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of, or to inquire into the propriety of, any such disposition;
(e) To hold, purchase and maintain, as owner, life insurance policies as provided in Section 16.14 of this Trust Agreement;
(f) To exercise, personally or by general or limited proxy or power of attorney, all voting and other rights appurtenant to any investment held ...
Trustees Powers and Duties. (a) During the term of this Agreement, the Trustee shall have the exclusive right to vote all Shares Beneficially Owned (as defined herein) by a Party on all matters as to which such Party is entitled to vote at a meeting of the shareholders of the Company, or otherwise, or to which such Party is entitled to express consent or dissent to corporate action in writing without a meeting. The Trustee shall give each Party not less than five (5) business days prior written notice of any such vote or right to express consent or dissent. The Trustee shall exercise such voting rights, solely as follows:
(i) With respect to any consolidation, reorganization or merger of the Company with or into any other corporation or corporations or a sale, conveyance, or other disposition of all or substantially all of the Company's property or business (each a "Business Combination") or any other transaction or proposal that requires the majority vote of each outstanding class of capital stock voting as separate classes and in each case would not have an Adverse Effect on the Shares (as defined below), the Trustee shall vote the Shares at a regular or special meeting of shareholders (or by written consent) proportionately in accordance with the votes cast by all holders of the Company's Common Stock for and against such transaction or proposal. If the transaction or proposal would have an Adverse Effect on the Shares, the Trustee shall vote the Shares in accordance with Section 2(a)(ii) below.
(ii) For all other votes, consents or dissents by holders of Shares and for votes that would have an Adverse Effect on the Shares, the Trustee shall vote the Shares as follows:
(A) as directed in writing by the Beneficial Owner of such Shares;
(B) if not so directed in writing, proportionately in accordance with the votes cast by such Beneficial Owner (or its affiliates) with respect to other shares of the Company's stock owned by such Beneficial Owner (or its affiliates); or
(C) if not so directed in writing and if such Beneficial Owner does not own or vote any other shares of the Company's stock on such matter, the Trustee shall not vote such shares and such shares shall not be counted for the purpose of determining whether a quorum is present or any percentage of shares of the Company's capital stock is achieved.
(b) For purposes of Section 2(a), "Adverse Effect on the Shares" shall mean:
Trustees Powers and Duties. 10.2.1 Determination of questions: the Trustee as between itself and the Noteholders shall have full power to determine all questions and doubts arising in relation to any of the provisions of this Trust Deed and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the Noteholders;
Trustees Powers and Duties. 7 Section 4.01 Limits on Trustee's Powers ....................... 7
Trustees Powers and Duties. Trustees powers are subject to specific limitations contained in the Declaration of Trust, and otherwise Trustee’s shall have full control over the assets and affairs of the Trust. · Trustees must disclose all conflicts of interest and a Trustee’s ability to vote on matters where a conflict exists is restricted. · Entering into contracts with a Related Party (as defined in OSC Rule 61-501) is subject to the approval of a majority of the Trustees and not less than a majority of the Independent Trustees, except to give effect to any transaction contemplated in the Combination Agreement or any agreement referred to therein. · Up to four of the nominees as directors of New Fording are to be selected in accordance with the Governance Agreement (one each by Teck, Westshore, SCPII and CONSOL) and the balance are to be nominated by the Governance, Nomination and Compensation Committee of the Trustees. · Trustees shall vote the New Fording Common Shares in favour of these nominees as directors of New Fording, provided that:
Trustees Powers and Duties. (a) Trustee’s determination: the Trustee may in its absolute discretion determine whether or not a default in the performance or observance by the Issuer of any obligation under the provisions of this Trust Deed or contained in the Notes is capable of remedy and if the Trustee shall certify that any such default is, in its opinion, not capable of remedy, such certificate shall be conclusive and binding upon the Noteholders;
Trustees Powers and Duties. During the term of this Agreement, the Trustee shall have the exclusive right to vote all Shares Beneficially Owned (as defined herein) by Vanguard on all matters as to which Vanguard is entitled to vote at a meeting of the shareholders of the Company, or otherwise, or to which Vanguard is entitled to express consent or dissent to corporate action in writing without a meeting. The Trustee shall give Vanguard not less than five (5) Business Days prior written notice of such vote or right to express consent or dissent. The Trustee shall exercise such voting rights as follows:
(a) The Trustee shall vote at a regular or special meeting of shareholders (or by written consent) the Shares:
(i) as directed in writing by the Board of Directors of IWC; or
(ii) if not so directed in writing, the Trustee shall not vote such shares and shares shall not be counted for the purpose of determining whether a quorum is present or any percentage of shares of the Company's capital stock is achieved. The Trustee shall have no authority to sell, encumber or otherwise dispose of any Shares. The Trustee shall have no voting or other rights with respect to any shares of capital stock Beneficially Owned as of the date hereof by Vanguard other than Shares.
Trustees Powers and Duties. Except to the extent to which authority with respect to the management of the trust fund has been allocated to others in accordance with this agreement, the trustee shall have exclusive authority and discretion to manage and control the trust fund. (In this regard, the authority to direct distributions and transfers of plan benefits under the plan has been allocated to the plan administrator, the authority to direct investments may be allocated to one or more investment managers pursuant to section 4.3, the authority to hold assets of the trust fund may be allocated to one or more custodians or insurance companies pursuant to section 4.4, and certain authorities with respect to the establishment of investment funds, the transfer of assets between investment funds and the appointment of investment managers have been allocated to the company pursuant to Article 3, including the assumption of certain investment responsibilities.) Except as otherwise provided by law, the trustee shall not be responsible for the investment of any assets of the trust fund which are subject to management by an investment manager, the company or another trustee or for seeing that the requirement of proper diversification of such assets or the total trust fund has been met, and the trustee need not take into account the investment of any assets of the trust fund which are subject to management by an investment manager, the company or another trustee in meeting, its responsibility for seeing that the requirement of proper diversification has been met with respect to the assets of the trust fund which are not subject to management by an investment manager, the company or another trustee. The trustee shall have the following powers, rights and duties in addition to those provided elsewhere in this agreement or by law: To invest and reinvest part or all of the trust fund in any real or personal property (including any stocks, mutual fund shares, partnership interests, venture capital investments, bonds, debentures, notes, commercial paper, treasury bills, options, short selling of any securities, commodities, metals, gems, collectibles, any common, commingled or collective trust funds or pooled investment funds described in section 2.4, any deposit accounts or funds maintained by a legal reserve life insurance company in accordance with an agreement between the trustee and such insurance company or a group annuity contract issued by such insurance company to the trustee as contract hol...
