Common use of Voting by Trustee and Attendance of Trustee Representative at Meeting Clause in Contracts

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent Meeting and Parent Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder pursuant to Section 4.4 hereof, the Holder Votes as to which such Holder is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Holder prior to the time and date fixed by the Trustee for receipt of such instructions in the notice given by the Trustee to the Holder pursuant to Section 4.4 hereof. (b) The Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent Meeting. Upon submission by a Holder (or its designee) of identification satisfactory to the Trustee's representative, and at the Holder's request, such representative shall sign and deliver to such Holder (or its designee) a proxy to exercise personally the Holder Votes as to which such Holder is otherwise entitled hereunder to direct the vote, if such Holder either: (i) has not previously given the Trustee instructions pursuant to Section 4.4 hereof in respect of such meeting, or (ii) submits to the Trustee's representative written revocation of any such previous instructions. At such meeting, the Holder exercising such Holder Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent Molycorp Meeting and Parent Molycorp Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder Beneficiary pursuant to Section 4.4 hereof4.2, the Holder Beneficiary Votes as to which such Holder Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions) other than any Beneficiary Votes that are the subject of Section 4.8(a); provided, however, that such written instructions are received by the Trustee from the Holder Beneficiary prior to the time and date fixed by the Trustee for receipt of such instructions instruction in the notice given by the Trustee to the Holder Beneficiary pursuant to Section 4.4 hereof4.3. (b) The To the extent so instructed in accordance with the terms of this Agreement, the Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights enabling a Beneficiary to attend each Parent a Molycorp Meeting. Upon submission by a Holder Beneficiary (or its designee) named in the List prepared in connection with the relevant meeting of identification satisfactory to the Trustee's ’s representative, and at the Holder's Beneficiary’s request, such representative shall sign and deliver to such Holder Beneficiary (or its designee) a proxy to exercise personally the Holder Beneficiary Votes as to which such Holder Beneficiary is otherwise entitled hereunder to direct the vote, if such Holder either: Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.4 hereof 4.3 in respect of such meeting, or meeting or (ii) submits to the Trustee's such representative written revocation of any such previous instructions. At such meeting, the Holder Beneficiary (or its designee) exercising such Holder Beneficiary Votes in accordance with such proxy shall have the same rights in respect of such Beneficiary Votes as the Trustee to speak at the meeting in respect favour of any matter, question question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent Harvest Meeting and Parent Harvest Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder Beneficiary pursuant to Section 4.4 4.3 hereof, the Holder Beneficiary Votes as to which such Holder Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Holder Beneficiary prior to the time and date fixed by the Trustee it for receipt of such instructions in the notice given by the Trustee to the Holder Beneficiary pursuant to Section 4.4 section 4.3 hereof.; (b) The Trustee shall cause a representative who is such representatives as are empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent Harvest Meeting. Upon submission by a Holder Beneficiary (or its designee) of identification satisfactory to the Trustee's representativerepresentatives, and at the HolderBeneficiary's request, such representative representatives shall sign and deliver to such Holder Beneficiary (or its designee) a proxy to exercise personally the Holder Beneficiary Votes as to which such Holder Beneficiary is otherwise entitled hereunder to direct the vote, if such Holder Beneficiary either: (i) has not previously given the Trustee instructions pursuant to Section 4.4 4.3 hereof in respect of such meeting, ; or (ii) submits to the Trustee's representative representatives written revocation of any such previous instructions. At such meeting, the Holder Beneficiary exercising such Holder Beneficiary Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition, proposition and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent Meeting and Parent Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder Beneficiary pursuant to Section 4.4 hereof?4.2, the Holder Beneficiary Votes as to which such Holder Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions) other than any Beneficiary Votes that are the subject of Section ?4.8(b); provided, however, that such written instructions are received by the Trustee from the Holder Beneficiary prior to the time and date fixed by the Trustee for receipt of such instructions instruction in the notice given by the Trustee to the Holder Beneficiary pursuant to Section 4.4 hereof?4.3. (b) The To the extent so instructed in accordance with the terms of this Agreement, the Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights enabling a Beneficiary to attend each a Parent Meeting. Upon submission by a Holder Beneficiary (or its designee) named in the List prepared in connection with the relevant meeting of identification satisfactory to the Trustee's representative, and at the HolderBeneficiary's request, such representative shall sign and deliver to such Holder Beneficiary (or its designee) a proxy to exercise personally the Holder Beneficiary Votes as to which such Holder Beneficiary is otherwise entitled hereunder to direct the vote, if such Holder either: Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.4 hereof ?4.3 in respect of such meeting, or meeting or (ii) submits to the Trustee's such representative written revocation of any such previous instructions. At such meeting, the Holder Beneficiary (or its designee) exercising such Holder Beneficiary Votes in accordance with such proxy shall have the same rights in respect of such Beneficiary Votes as the Trustee to speak at the meeting in respect favour of any matter, question question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question question, proposal or proposition, proposition and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent EduTrek Meeting and Parent EduTrek Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder pursuant to Section 4.4 4.3 hereof, the Holder Votes as to which such Holder is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Holder prior to the time and date fixed by the Trustee it for receipt of such instructions in the notice given by the Trustee to the Holder pursuant to Section 4.4 4.3 hereof. (b) The Trustee shall cause a representative who is such representatives as are empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent EduTrek Meeting. Upon submission by a Holder (or its designee) of identification satisfactory to the Trustee's representativerepresentatives, and at the Holder's request, such representative representatives shall sign and deliver to such Holder (or its designee) a proxy to exercise personally the Holder Votes as to which such Holder is otherwise entitled hereunder to direct the vote, if such Holder either: (i) has not previously given the Trustee instructions pursuant to Section 4.4 4.3 hereof in respect of such meeting, or (ii) submits to the Trustee's representative representatives written revocation of any such previous instructions. At such meeting, the Holder exercising such Holder Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition, proposition and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent Advantage Trust Meeting and Parent Advantage Trust Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder Beneficiary pursuant to Section 4.4 4.3 hereof, the Holder Beneficiary Votes as to which such Holder Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Holder Beneficiary prior to the time and date fixed by the Trustee it for receipt of such instructions in the notice given by the Trustee to the Holder Beneficiary pursuant to Section 4.4 4.3 hereof.; (b) The Subject to receipt of instructions contemplated by Section 4.3(f), the Trustee shall cause a representative who is such representatives as are empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent Advantage Trust Meeting. Upon submission by a Holder Beneficiary (or its designee) of identification satisfactory to the Trustee's representativerepresentatives, and at the HolderBeneficiary's request, such representative representatives shall sign and deliver to such Holder Beneficiary (or its designee) a proxy to exercise personally the Holder Beneficiary Votes as to which such Holder Beneficiary is otherwise entitled hereunder to direct the vote, if such Holder Beneficiary either: (i) has not previously given the Trustee instructions pursuant to Section 4.4 4.3 hereof in respect of such meeting, ; or (ii) submits to the Trustee's representative representatives written revocation of any such previous instructions. At such meeting, the Holder Beneficiary exercising such Holder Beneficiary Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition, proposition and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent ARC Meeting and Parent ARC Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder Beneficiary pursuant to Section 4.4 4.3 hereof, the Holder Beneficiary Votes as to which such Holder Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Holder Beneficiary prior to the time and date fixed by the Trustee it for receipt of such instructions in the notice given by the Trustee to the Holder Beneficiary pursuant to Section 4.4 section 4.3 hereof.; (b) The Trustee shall cause a representative who is such representatives as are empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent ARC Meeting. Upon submission by a Holder Beneficiary (or its designee) of identification satisfactory to the Trustee's representativerepresentatives, and at the HolderBeneficiary's request, such representative representatives shall sign and deliver to such Holder Beneficiary (or its designee) a proxy to exercise personally the Holder Beneficiary Votes as to which such Holder Beneficiary is otherwise entitled hereunder to direct the vote, if such Holder Beneficiary either: (i) has not previously given the Trustee instructions pursuant to Section 4.4 4.3 hereof in respect of such meeting, ; or (ii) submits to the Trustee's representative representatives written revocation of any such previous instructions. At such meeting, the Holder Beneficiary exercising such Holder Beneficiary Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition, proposition and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent Spectra Energy Meeting and Parent Spectra Energy Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder Spectra Energy Beneficiary pursuant to Section 4.4 hereof4.3, the Holder Spectra Energy Beneficiary Votes as to which such Holder Spectra Energy Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Holder Spectra Energy Beneficiary prior to the time and date fixed by the Trustee for receipt of such instructions instruction in the notice given by the Trustee to the Holder Spectra Energy Beneficiary pursuant to Section 4.4 hereof4.3. (b) The Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Spectra Energy Voting Rights to attend each Parent Spectra Energy Meeting. Upon submission by a Holder Spectra Energy Beneficiary (or its designee) of identification satisfactory to the Trustee's ’s representative, and at the Holder's Spectra Energy Beneficiary’s request, such representative shall sign and deliver to such Holder Spectra Energy Beneficiary (or its designee) a proxy to exercise personally the Holder Spectra Energy Beneficiary Votes as to which such Holder Spectra Energy Beneficiary is otherwise entitled hereunder to direct the vote, if such Holder either: Spectra Energy Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.4 hereof 4.3 in respect of such meeting, or meeting or (ii) submits to the Trustee's such representative written revocation of any such previous instructions. At such meeting, upon receipt of a proxy from the Holder Trustee’s representative, the Spectra Energy Beneficiary exercising such Holder Spectra Energy Beneficiary Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a1) In connection with each Parent RTO Acquiror Meeting and Parent or RTO Acquiror Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder Beneficiary pursuant to Section 4.4 hereof4.3, the Holder Beneficiary Votes as to which such Holder Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions) other than any Beneficiary Votes that are the subject of Section 4.8(2); provided, however, that such written instructions are received by the Trustee from the Holder Beneficiary prior to the time and date fixed by the Trustee for receipt of such instructions instruction in the notice given by the Trustee to the Holder Beneficiary pursuant to Section 4.4 hereof4.3. (b2) The To the extent so instructed in accordance with the terms of this Agreement, the Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights enabling a Beneficiary to attend each Parent RTO Acquiror Meeting. Upon submission by a Holder Beneficiary (or its designee) named in the List prepared in connection with the relevant meeting of identification satisfactory to the Trustee's ’s representative, and at the Holder's Beneficiary’s request, such representative shall sign and deliver to such Holder Beneficiary (or its designee) a proxy to exercise personally the Holder Beneficiary Votes as to which such Holder Beneficiary is otherwise entitled hereunder to direct the vote, if such Holder either: Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.4 hereof 4.3 in respect of such meeting, or meeting or (ii) submits to the Trustee's such representative written revocation of any such previous instructions. At such meeting, the Holder Beneficiary (or its designee) exercising such Holder Beneficiary Votes in accordance with such proxy shall have the same rights in respect of such Beneficiary Votes as the Trustee to speak at the meeting in respect favour of any matter, question question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.

Voting by Trustee and Attendance of Trustee Representative at Meeting. (a) In connection with each Parent JAG Meeting and Parent JAG Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Holder pursuant to Section 4.4 4.3 hereof, the Holder Votes as to which such Holder is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Holder prior to the time and date fixed by the Trustee it for receipt of such instructions in the notice given by the Trustee to the Holder pursuant to Section 4.4 4.3 hereof. (b) . The Trustee shall cause a representative who is such representatives as are empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent JAG Meeting. Upon submission by a Holder (or its designee) of identification satisfactory to the Trustee's representativerepresentatives, and at the Holder's request, such representative representatives shall sign and deliver to such Holder (or its designee) a proxy to exercise personally the Holder Votes as to which such Holder is otherwise entitled hereunder to direct the vote, if such Holder either: (i) has not previously given the Trustee instructions pursuant to Section 4.4 4.3 hereof in respect of such meetingJAG Meeting, or (ii) submits to the Trustee's representative representatives written revocation of any such previous instructions. At such meetingJAG Meeting, the Holder exercising such Holder Votes shall have the same rights as the Trustee to speak at the meeting in respect of any matter, question or proposition, to vote by way of ballot at the meeting in respect of any matter, question or proposition, proposition and to vote at such meeting by way of a show of hands in respect of any matter, question or proposition. The Trustee shall be reimbursed by Parent for any reasonable expenses incurred in the course of attending or causing a representative to attend each Parent Meeting.