Voting by Trustees Sample Clauses

Voting by Trustees. Use its best efforts to obtain the agreement of all members of NSB's Board of Trustees, in their capacity as Voting Depositors, to vote in favor of this Agreement and the Plan of Conversion at the Special Meeting;
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Voting by Trustees. At all meetings of the shareholders of the Corporation, the Trustee shall vote the Stock on all issues considered in its absolute discretion. The voting rights and powers extended to the Trustee pursuant to this Agreement shall extend to all matters upon which the Shareholder would otherwise be entitled to vote, including, but not limited to, the dissolution, consolidation, or merger of the Corporation, the sale, lease, encumbrance, or other disposition of all or substantially all of the assets of the Corporation, either in or not in the ordinary course of its business, the authorization of additional stock of the Corporation, the creation of new classes of stock or reclassification of any existing class of stock, and amendment of the Articles of Incorporation of the Corporation, regardless of whether any of such matters may substantially and/or adversely affect the Shareholder.
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Voting by Trustees. All decisions of the Board will be made by majority vote of the Trustees personally present at the meeting at which such vote is taken. The Chair or Vice- Chair presiding at a meeting will be entitled to vote on all motions and in the event of a deadlock will have a second or casting vote.‌
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Voting by Trustees. At all meetings of the shareholders of the Corporation, the Trustee shall vote the Stock on all issues considered in its absolute discretion. The voting rights and powers extended to the Trustee pursuant to this Agreement shall extend to all matters upon which the Shareholder would otherwise be entitled to vote, including, but not limited to, the dissolution, consolidation, or merger of the Corporation, the sale, lease, encumbrance, or other disposition of all or substantially all of the assets of the Corporation, either in or not in the ordinary course of its business, the authorization of additional stock of the Corporation, the creation of new classes of stock or reclassification of any existing class of stock, and amendment of the Articles of Incorporation of the Corporation, regardless of whether any of such matters may substantially and/or adversely affect the Shareholder. SCHEDULE 4.2 ILDC VOTING TRUST AGREEMENT (Continued)
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Voting by Trustees. Any action to be taken by the Trustees pursuant to this Agreement and Declaration of Trust shall be by unanimous vote of the Trustees present at a meeting of the Trustees (which may be conducted in person, telephonically, via videoconference or via any combination of such means), or by unanimous vote of all Trustees in writing without a meeting. There shall be but two votes; the Union Trustees shall have one vote among them and the Employer Trustees shall have one vote among them. The Union Trustees shall establish requirements to decide their vote and the Employer Trustees shall establish requirements to decide their vote. The Trustees jointly shall establish procedural rules governing, among other things, the calling and conduct of meetings, the constitution of a quorum, and the existence of a deadlock. In the event that an even number of Union or Employer Trustees are unable to determine upon the casting of their vote on a question, the number of both the Union Trustees and Employer Trustees shall be increased to an odd number within five days, and the question under consideration shall be held in abeyance during such five-day period. In the event of a deadlock, questions shall be submitted for decision to an impartial umpire selected by the Trustees. In the event of their inability to agree upon such impartial umpire, the Union Trustees or Employer Trustees, or, in their failure to act, any Trustee shall petition the District Court of the United States where the Trust Fund has its principal office to appoint an impartial umpire. The decision of such impartial umpire shall be final and binding and shall be adopted by the Trustees and deemed to be the vote of the Trustees. The cost and expense incidental to any proceedings needed to break a deadlock shall be borne by the Trust Fund. Any impartial umpire chosen or designated to break a deadlock shall be required to enter his decision within the time fixed by the Trustees. The scope of any arbitration proceeding before such impartial umpire shall be limited to the provisions of this Agreement and Declaration of Trust and the Pension Plan, and shall not involve Pension Agreements or collective bargaining agreements between a Union and an Employer, nor shall such impartial umpire have power or authority to change or modify any provisions of such Pension Agreements or collective bargaining agreements, the Pension Plan, or this Agreement and Declaration of Trust.
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Voting by Trustees. Quorum Committees
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Related to Voting by Trustees

  • Delegation by Trustees Subject only to any limitations required by federal law including the 1940 Act, the Trustees may delegate any and all powers and authority hereunder as they consider desirable to any officer of the Trust, to any committee of the Trustees, any committee composed of Trustees and other persons and any committee composed only of persons other than Trustees and to any agent, independent contractor or employee of the Trust or to any custodian, administrator, transfer or shareholder servicing agent, Manager, investment advisor or sub-advisor, Principal Underwriter or other service provider, provided that such delegation of power or authority by the Trustees shall not cause any Trustee to cease to be a Trustee of the Trust or cause such person, officer, agent, employee, custodian, transfer or shareholder servicing agent, Manager, Principal Underwriter or other service provider to whom any power or authority has been delegated to be a Trustee of the Trust. The reference in this Declaration of Trust to the right of the Trustees to, or circumstances under which they may, delegate any power or authority, or the reference in this Declaration of Trust to the authorized agents of the Trustees or any other Person to whom any power or authority has been or may be delegated pursuant to any specific provision of this Declaration of Trust, shall not limit the authority of the Trustees to delegate any other power or authority under this Declaration of Trust to any Person, subject only to any limitations under federal law including the 1940 Act.

  • Accounting by Trustee Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

  • Determinations by Trustees The Trustees may make any determinations they deem necessary with respect to the provisions of this Declaration of Trust, including the following matters: the amount of the assets, obligations, liabilities and expenses of the Trust or any Series or Class; the amount of the net income of the Trust or any Series or Class from dividends, capital gains, interest or other sources for any period and the amount of assets at any time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged); the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other asset owned or held by the Trust or any Series or Class; the number of Shares of the Trust or any Series or Class issued or issuable; and the net asset value per Share.

  • Reports by Trustee to the Holders As promptly as practicable after each June 30 beginning with the June 30 following the date of this Indenture, and in any event prior to August 30 in each year, the Trustee shall send to each Holder a brief report dated as of such June 30 that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. A copy of each report at the time of its mailing to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Issuer agrees to notify promptly the Trustee in writing whenever the Securities become listed on any stock exchange and of any delisting thereof.

  • Actions by Trustee SECTION 5.1 Prior Notice to Certificateholders with Respect to Certain Matters............. 21 SECTION 5.2 Action by Trustee with Respect to Certain Matters.............................. 22 SECTION 5.3

  • Reliance by Trustee Except as otherwise provided in Section 7.1: (a) The Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Trustee may consult with legal counsel, auditors or other experts to be selected by it, including firms with which the Trustee may be an affiliate, and the advice or opinion of such counsel, accountants, auditors or other experts shall be full and complete protection to the Trustee, the employees and the agents of the Trustee in respect of any action taken or omitted or suffered by them in good faith and in reliance on, or in accordance with, such advice or opinion. (c) Persons dealing with the Trustee shall look only to the Trust Assets to satisfy any liability relating to the Trust Assets incurred by the Trustee to such Person in carrying out the terms of this Trust, and the Trustee shall have no obligation to satisfy any such liability. (d) As far as practicable and except as expressly permitted above, the Trustee shall cause any written instrument creating an obligation of the Trust to include a reference to this Agreement and to provide that neither the Beneficiaries, the Trustee nor their agents shall be liable thereunder and that the other parties to such instrument shall look solely to the Trust Assets for the payment of any claim thereunder or the performance thereof; provided, however, that the omission of such provision from any such instrument shall not render the Beneficiaries, the Trustee, or their agents liable, nor shall the Trustee be liable to anyone for such omission.

  • Reports by Trustee to Holders Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each securities exchange, if any, on which the Securities are listed. The Company agrees to notify the Trustee promptly whenever the Securities become listed on any securities exchange and of any delisting thereof.

  • Reports by Trustee The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

  • Reports by Trustee to Holders of the Notes (a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock exchange.

  • Call of Meetings by Trustee The Trustee may at any time call a meeting of Holders to take any action specified in Section 9.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 8.01, shall be mailed to Holders of such Notes at their addresses as they shall appear on the Note Register. Such notice shall also be mailed to the Company. Such notices shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the meeting. Any meeting of Holders shall be valid without notice if the Holders of all Notes then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the Holders of all Notes then outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived notice.

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