Trustee's Rights and Powers Sample Clauses

Trustee's Rights and Powers. (a) During the term of this Agreement, the Trustee shall possess, and in its discretion shall be entitled to exercise, in person or by its nominees, agents, attorneys in fact or proxies, the right to vote thereon and to take part in any consent to any corporate or stockholders' action of any kind whatsoever. The right of the Trustee to vote shall include the right to vote at any election of directors and in favor of, or in opposition to, any resolution or proposed action of any character whatsoever which may be presented at any meeting or require the consent of stockholders of the Company. (b) In voting shares of stock or in doing any act in respect of the control or management of the Company or its affairs, the Trustee shall exercise its best judgment in the interests of the Company to the end that its affairs shall be properly managed, and may in furtherance thereof vote all shares of stock subject to this Agreement in favor of any individual (including, without limitation, himself or any Beneficiary) as a director of the Company; provided however, that the Trustee assumes no responsibility as Trustee with respect to the management of the Company or in respect of any action taken by it or taken by the Company on the basis of its consent thereto or of its vote so cast.
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Trustee's Rights and Powers. The Trustee shall have such powers and authority as set forth in this Agreement and in the Plan. Without limiting the foregoing, the Trustee shall have the power to take the following actions in addition to the powers granted in the Plan, and any powers reasonably incidental, which the Trustee, in his reasonable discretion, deems necessary or appropriate to fulfill the liquidating purpose of the Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement: (a) hold legal title to any and all rights of the Debtor and the Beneficiaries in or arising from the Trust Assets; (b) maintain on the Trustee’s books and records a register evidencing the beneficial interest held by each Beneficiary; (c) protect and enforce the rights to the Trust Assets (including any Causes of Action) vested in the Trustee by this Agreement by any method deemed appropriate, including, without limitation, by judicial proceedings or otherwise; (d) make all distributions to the Beneficiaries provided for in, or contemplated by, the Plan and this Agreement; (e) establish the Disputed Claims Reserve and open and maintain bank or other accounts for holding Permitted Investments on behalf of or in the name of the Trust; (f) make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file tax returns for the Trust as a grantor trust under IRC Section 671 and Treasury Income Tax Regulation Section 1.671-4 pursuant to and in accordance with the Plan; (g) establish such reserves for taxes, assessments, and other expenses of administration of the Trust as may be necessary and appropriate for the proper operation of matters incident to the Trust; (h) pay all expenses and make all other payments relating to the Trust Assets; (i) make distributions permitted or required by the Plan; (j) carry insurance coverage and obtain any bond required under the Plan as an expense of the Trust; and (k) exercise all powers provided under the Plan, including the right to pursue and settle Causes of Action and object to and settle objections to Claims.
Sample 1
Trustee's Rights and Powers. So long as the Trustee shall hold Shares deposited pursuant to the provisions of this Agreement, the Trustee shall possess, and in his or her discretion shall be entitled to exercise in person or by nominees, agents, attorneys-in- fact, or proxies, all rights and powers of an absolute owner and holder of all such Shares, including the right to vote thereon and to take part in and consent to any corporate or stockholders' action of any kind whatsoever, and to receive dividends and distributions on all such Shares. The right of the Trustee to vote shall include the right to vote at any election of directors and in favor of, or in opposition to, any resolution or proposed action of any character whatsoever which may be presented at any meeting or require the consent of stockholders of the Company. Without limiting the foregoing, the right of the Trustee to vote shall include the right to vote the Shares deposited pursuant to this Agreement in favor of, or in opposition to, any resolution or proposed action in which he or she is personally interested, and to receive and waive any notices to stockholders as required by law or the corporate charter or by-laws of the Company.
Sample 1
Trustee's Rights and Powers. So long as the Trustee --------------------------- shall hold stock of the Company deposited pursuant to the provisions of this Agreement (the "Trust Stock"), the Trustee shall possess, and shall exercise in person or by its nominees, agents, attorneys-in-fact or proxies, the right, subject to the terms hereof, to vote thereon and to take part in any consent to any corporate or stockholders' action of any kind whatsoever and to receive dividends and distributions on all such stock subject to the terms and conditions set forth in Article III herein. Notwithstanding anything to the contrary contained in this Agreement, the Trustee shall have no discretion with respect to voting the Trust Stock or taking part in any consent to any corporate or stockholders' action, and shall vote the Trust Stock or take part in any consent to any corporate or stockholders' action (whether for, against and/or abstaining, as the case may be) in a manner as shall result in the votes represented by the Trust Stock being cast in the same proportion as the votes cast (whether for, against and/or abstaining, as the case may be) by the holders of all other shares of Common Stock. Without limiting the generality of the foregoing, the right of the Trustee to vote the Trust Stock shall include the right to vote in any election of directors and in favor of, and/or in opposition to, any resolution or proposed action of any character whatsoever which may be presented at any meeting or require the consent of stockholders of the Company, including any resolution or proposed action in which the Trustee is personally interested, and to receive and waive any notices to stockholders as required by law or the certificate of incorporation or by-laws of the Company.
Sample 1

Related to Trustee's Rights and Powers

  • Rights and Powers Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

  • Trustee’s Rights and Obligations The Trustee is entitled to receive, and will be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by the Indenture. If the Trustee has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under the Indenture.

  • Duties and Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Assignee’s Rights As Purchaser a. Notwithstanding any provisions to the contrary in these Conditions of Sale, the Assignee shall be entitled to bid for the Property whether by itself or its agent and without having to pay any deposit whatsoever. b. In the event the Assignee is declared the Purchaser:- (i) The Assignee is at liberty to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto; (ii) If approvals from any relevant authorities are required in respect of the purchase, then the Assignee shall apply for the approvals after the successful bid and shall only be required to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto within ninety (90) days from the date of receipt by the Assignee of all the approvals; (iii) However for avoidance of doubt, nothing in the foregoing shall restrict the Assignee’s right or discretion to pay the full purchase price by way of set off before the approvals have been obtained; (iv) If any of the approvals are not obtained or are obtained but subject to conditions which are not acceptable to the Assignee, the Assignee shall be entitled to terminate the purchase of the Property and the purchase price or part thereof paid including the deposit which has been paid by way of a reduction of the indebtedness owing to the Assignee or by way of set off shall be reversed and parties shall be placed back in position as if this sale has not taken place; (v) The Assignee shall be entitled at its absolute discretion to assign, novate or transfer all or any of its rights, obligations and interests hereunder to a third party in the event that the Assignee exercises its rights to bid for and/or purchase the Property. - Vis-à-vis The Auction c. The Assignee shall be and is hereby at liberty to postpone, adjourn, stand down, call off, withdraw or vacate the auction sale at any time before the fall of hammer with or without notice and without having to provide any reason(s) or ground(s) whatsoever. d. Thereafter, the Assignee is entitled to resell the Property at any time subject to such conditions and provisions whether identical with or differing wholly or in part from the conditions and provisions applicable to the Property to be auctioned at the present auction and in such manner as the Assignee may think fit.

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

  • Registration and Authority The Subscriber is a Cayman Islands limited liability company, formed and registered, validly existing and possessing all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under its Note, if any, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 7.06, the provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

  • Corporate Existence and Authority The Assuming Institution (i) is duly organized, validly existing and in good standing under the laws of its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Assuming Institution has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

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