VOTING COMPANY STOCK. The Trustee will vote all Company Stock held by it at such time and in such manner as the Trustee, at the direction of the Administrator, subject to the following:
(a) COMPANY STOCK PLEDGED AS SECURITY: If any agreement entered into by the Trustee provides for voting of any Company Stock pledged as security for any obligation of the Plan, such Company Stock will be voted in accordance with such 57
VOTING COMPANY STOCK. All Participants shall have the right to vote all Company Stock which is allocated to the Participant’s Company Stock Account. The Trustee shall follow the voting instructions of each Participant. With respect to a Participant who does not vote Company Stock which is allocated to the Participant’s Company Stock Account, the Trustee shall not vote such Company Stock. All Company Stock which is unallocated shall be voted by the Trustees in the same proportion that the allocated Company Stock are voted by the Plan Participants.
VOTING COMPANY STOCK. 4 4.4 Nominees.................................................. 4 4.5
VOTING COMPANY STOCK. (a) Before each annual or special meeting of the stockholders of The Coastal Corporation, the Trustee shall utilize its best efforts to timely distribute or cause to be distributed to each Participant other than Participants who have terminated employment with the Company, related employers and subsidiaries and whose adjusted balance consists only of forfeitable amounts attributable to matching contributions (or, in the event of the death of a Participant, his Beneficiary) a copy of the proxy solicitation material for such meeting, and request written instructions from the Participants as to the voting of the Coastal common stock, Coastal Series B $1.83 convertible preferred stock and Coastal Class A common Stock credited to their accounts. Such instructions shall be on a confidential basis. The Trustee shall exercise the voting rights on stock credited to accounts of Participants in accordance with instruction of such Participants. The Trustee shall exercise its discretion as to the voting rights on stock credited to accounts of participants from whom the Trustee does not receive instructions. The Trustee shall exercise the voting rights on any other stock in its discretion.
(b) Each Participant (or, in the event of his death, his Beneficiary) shall have the right, to the extent of shares of stock allocated to the account of the Participant under the Plan, to direct the Trustee in writing on a confidential basis as to the manner in which to respond to a tender or exchange offer with respect to such stock. The Trustee shall utilize its best efforts to timely distribute or cause to be distributed to each Participant (or Beneficiary) such information as will be distributed to shareholders of such stock in connection with any such tender or exchange offer. If the Trustee shall not receive timely direction from a Participant (or Beneficiary) as to the banner in which to respond to such a tender or exchange offer, the Trustee shall not tender or exchange any shares of such stock with respect to which such Participant (or Beneficiary) has the right of direction. Shares of stock which have not been allocated to the account of a Participant shall be tendered or exchanged by the Trustee in the same proportion as shares with respect to which Participants (or Beneficiaries) have the right of direction are tendered or exchanged.
VOTING COMPANY STOCK. The Trustee shall vote and/or respond to a tender or exchange offer with respect to shares of Company Stock held by the Trustee as part of the Trust Assets in accordance with instructions received from the Committee and with applicable provisions of the Plan. Without limiting the generality of the foregoing, with respect to any matter submitted to the stockholders of the Company, (i) the Trustee shall vote and/or tender shares allocated to the Accounts of Participants in the manner instructed by such Participants, and (ii) the Trustee shall vote and/or tender unallocated shares, and allocated shares for which no instructions are received, in the same proportion as it votes and/or tenders shares of Company Stock in respect of which instructions had been received from Participants.
VOTING COMPANY STOCK. (a) Except as provided in subsection (b) of this Section 9, all Company Stock held by the Trust shall be voted by the Trustee. Notwithstanding the foregoing, Participants and/or Beneficiaries shall be entitled to direct the voting of any voting shares of Common Stock allocated to their Company Stock Accounts (the "Directed Shares") with respect to any vote required for the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassifications, liquidation, dissolution, sale of substantially all the assets of a trade or business, or other similar transactions prescribed by regulation. Any unallocated shares held by the Trust and any Directed Shares for which the Trustee has not received instructions shall be voted by the Trustee."
VOTING COMPANY STOCK. Except as otherwise provided in this Section D, all Company Stock held by the Trust shall be voted by the Trustee. Notwithstanding the foregoing, Participants and/or Beneficiaries shall be entitled to direct the voting of any voting shares of Company Stock allocated to their Company Stork Accounts (the "Directed Shares") with respect to any vote required for the approval or conforming disapproval of any corporate merger or consolidation, recapitalization, reclassifications, liquidation, dissolution, sale of substantially all the assets of a trade or business, or other similar transactions prescribed by regulation. Any unallocated shares held by the Trust and any Directed Shares for which the Trustee has not received instructions shall be voted by the Trustee."
3. Plan Section 18(b) is amended, effective May 15, 1998, by adding a new subsection (3) to read as follows:
VOTING COMPANY STOCK. 53 16.10 Tender Offers for Company Stock.................................. 53 16.11 Registration and Disclosure for Company Stock.................... 54 17 TRUST ADMINISTRATION................................................... 55 -------------------- 17.1 Trustee to Construe Trust........................................ 55 17.2 Trustee To Act As Owner of Trust Assets.......................... 55
VOTING COMPANY STOCK. Each Participant and Beneficiary shall have the authority to direct the exercise of voting rights as to whole shares of Company Stock held for the benefit of the Participant or Beneficiary as of the record date for The Timken Company's Annual Shareholder Meeting. Prior to such voting, each Participant and Beneficiary shall be furnished with The Timken Company's Annual Report, Notice of Annual Meeting, Proxy Statement, other relevant shareholder information and a Proxy Card to complete to confidentially instruct the Trustee to vote such shares in the manner indicated by the Participant or Beneficiary. Upon receipt of such instructions, the Trustee shall act with respect to such shares as instructed. The Committee shall instruct the Trustee with respect to how to vote any shares for which instructions are not received from Participants or Beneficiaries.
VOTING COMPANY STOCK. 9 4.4 Tender Offer for Company Stock............................................ 10 4.5 Documents, Instruments and Facilities..................................... 13 ARTICLE 5 Duties and Obligations of the Trustee.............................................. 13 5.1 Scope of Duties and Obligations........................................... 13 5.2 General Duties and Obligations............................................ 13 5.3 Valuation................................................................. 14 5.4 Records................................................................... 14 5.5 Reports................................................................... 15 5.6 Instructions.............................................................. 15 5.7 Hiring of Agents and Related Expenses..................................... 16 ARTICLE 6 Compensation, Rights and Indemnities of the Trustee................................ 16 6.1
