Common use of Trustees Powers and Duties Clause in Contracts

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. (a) During The Trustee warrants and undertakes that the term Client Account(s) and Escrow Account(s), except as otherwise required in the exercise of the Trustee's powers and obligations herein will remain free from charge, lien, mortgage or encumbrance and will be used only for holding monies for third parties in trust and will not be used for any other purpose by the Trustee or any affiliated or subsidiary company of the Trustee (save for the subse- quent disbursement of funds under the terms of the Deed of Trust). (b) The Trustee shall be entitled to obtain legal advice from its solicitors for the time being and/or the opinion of Counsel on any matter relating to the Trust Property or in relation to the trust hereby constituted or the exercise of the Trustee's power or duties hereunder and this shall be at the expense of the Members and the Vendor. 6.2 The Trustee shall have the following additional powers: (a) No form of Purchase Agreement or other form of private contract whereby the Vendor sells or offers to sell Memberships may be used other than in the form annexed without the express written approval of the Trustee which will not be unreasonably refused. (b) The Trustee or its nominee shall act as Escrow Holder in respect of all monies payable under any contracts whereby any person or firm applies to become a Member of the Club, in accordance with the terms of Clause 4 above, which shall not be altered or amended to the prejudice of any prospective Member without the express written approval of the Trustee. (c) All Holiday Certificates shall be issued or reissued by the Trustee in its capacity as registrar on such terms and conditions as shall from time to time be agreed with the Vendor. The Certificates shall be authenticated in such manner as the Trustee shall from time to time consider appropriate, and an up to date register of Holiday Certificates so issued shall be maintained by the Trustee at all times. (d) Notwithstanding the provisions of this AgreementDeed the Trustee or any subsidiary or associated company of the Trustee shall not be precluded from acting as Banker to the Vendor, the Management Company or the Club nor from making any advances to the Vendor, the Management Company or the Club on such terms as may be agreed or from making any contract or entering into any financial or other transaction in the ordinary course of business with the Vendor, the Management Company or the Club and shall be entitled to charge interest on overdrawn accounts and to make the usual Banker's charges and shall not be liable to account to the Vendor, the Management Company or the Club for any profit made in connection with so acting. In respect of any sums so advanced, the Trustee shall be entitled to have recourse to and be indemnified out of such part of the Trust Property as is held to the order of the Vendor, the Management Company or the Club, or the proceeds of sale thereof, and for such purposes shall have all the powers of an absolute owner to sell, let, mortgage or otherwise dispose of same, or any part thereof, unrestricted by clause 3 herein or the Rules. (e) To appoint an expert to make determinations in the event of any dispute between the Vendor and the Management Company. (f) The Trustee shall be entitled to have recourse to, and be indemnified out of, the Trust Property or the proceeds of the sale thereof for all sums expended by the Trustee in or about or in any way in connection with the Trusts of this Deed for all sums (including remuneration) payable to the Trustee herein and to meet and discharge the cost of any indemnity to which it is entitled herein and for such purposes shall have all the powers of an absolute owner to sell, let, mortgage or otherwise dispose of the Trust Property or any part thereof unrestricted by Clause 3 hereof or the Rules. 6.3 In the event of failure on the part of the Vendor to act as the Management Company, or to appoint a Management Company, or to replace a Management Company if the appointed one has ceased to operate, the Trustee shall have the exclusive right power, but not the obligation, to vote all Shares Beneficially Owned (as defined herein) by appoint a Party on all matters as temporary management company to which such Party is entitled to vote at a meeting ensure the uninterrupted use of the shareholders Holiday Units by the Members. In the event that a replacement for the former Management Company has not been appointed within three months of the Company, or otherwise, or initial Management Company ceasing 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)operate, the Trustee shall vote have sole discretion either to appoint the Shares temporary management company as the Management Company, or to appoint a suitable alternative company to act as the Management Company; and the Trustee shall be entitled to remuneration accordingly, at a regular or special meeting of shareholders (or by written consent) proportionately in accordance with the votes cast by all holders expense of the Company's Common Stock Vendor and/or the Members, as the case may be, in respect of all its fees and costs incurred in the exercise of these powers, and shall be entitled to request payment on account prior to exercising its rights under this clause. 6.4 The Trustee shall review the Management Report at 3 monthly intervals for the first 12 months, and against such transaction at 6 monthly intervals thereafter. Should the Trustee, with sole discretion, deem the cash held in the Security Fund to be insufficient to meet the Vendor’s obligations outlined therein, it shall request the Vendor to transfer additional cash or proposalunsold timeshare weeks into the Security Fund, and conversely, should the Trustee, with sole discretion, deem the amount held to be excessive, it shall release any excess to the order of the Vendor. If In the transaction or proposal would have an Adverse Effect on event that the SharesVendor fails to increase the Security Fund when requested by the Trustee to do so, the Trustee shall vote have irrevocable power to sell as many of the Shares timeshare weeks held in accordance with Section 2(a)(ii) belowthe Security Fund as are necessary, at whatever price it can achieve, in order to make up the shortfall. (ii) For all other votes, consents or dissents by holders 6.5 In the event of Shares the Vendor and for votes that would have an Adverse Effect on the SharesManagement Company failing to provide the Management Report within the stipulated time period, the Trustee shall vote have the Shares as follows: (A) as directed in writing by power to appoint an independent professional practitioner to prepare same at 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 expense of the Company's stock owned by such Beneficial Owner (or its affiliates); orVendor. (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 6.6 The Trustee shall not vote such shares and such shares shall not be counted for at all times have the purpose right to inspect the books of determining whether a quorum is present or any percentage of shares of account relating to the Company's capital stock is achievedReservation Fee Account. (b) For purposes of Section 2(a), "Adverse Effect on the Shares" shall mean: