Common use of Voting Trustee Clause in Contracts

Voting Trustee. (a) The Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying the Investor and the Company in writing of such resignation, which shall take effect ten days thereafter or upon the earlier acceptance thereof by the Company and the Investor. The Investor may also, at any time upon ten days’ prior notice, cause the resignation and replacement of the Voting Trustee. Subject to subparagraph (b), below, upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, the Investor shall appoint promptly a successor Voting Trustee. (b) No person shall be appointed as a successor Voting Trustee if such person is the Investor, an Affiliate of the Investor, or the holder of Voting Trust Certificates (the “Independence Qualifications”). In addition, any Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such Voting Trustee no longer to meet the Independence Qualifications. Upon the disqualification of the Voting Trustee or any successor Voting Trustee, such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of successor Voting Trustees shall be notified to the regulatory authorities set forth on Schedule A to this Agreement (the “Regulators”). (c) Any successor Voting Trustee appointed as herein provided shall indicate its acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustee of such counterpart at the registered office of the Company in the State of New York such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustee as though such successor had been originally a party to this Agreement as a Voting Trustee.

Voting Trustee. (a) 7.1 The Voting Trustee (and any successor Voting Trustee) may be removed at any time resign with or without cause by notifying a written notice, signed by Xxxxx Xxxxxx while he is alive and not Incapable and after the Investor death of Xxxxx Xxxxxx and during such time or times that he is Incapable, by the Company in writing PTC Co, served on the Voting Trustee; provided, however, that no Voting Trustee may be removed without the prior or simultaneous written consent of such resignationMcDonald’s, which consent shall take effect ten days thereafter or not be unreasonably withheld. Such removal shall become effective upon the earlier acceptance thereof by the Company and the Investor. appointment of a successor trustee in accordance with Clause 7.3 or Clause 7.4 hereof. 7.2 The Investor Voting Trustee may also, resign at any time upon ten days’ giving sixty (60) days prior noticewritten notice of such resignation to Xxxxx Dorados Holdings, cause the PTC Co and McDonald’s. Such resignation shall become effective upon the appointment of a successor trustee in accordance with Clause 7.3 or Clause 7.4 below and replacement thereafter all powers, rights and obligations of the resigning Voting Trustee under this Instrument shall cease and terminate. Such sixty (60) day notice period may be reduced with the written consent of the resigning Voting Trustee, the PTC Co and McDonald’s. 7.3 In the event that the office of voting trustee of the Voting Trust becomes vacant or the Voting Trustee is sought to be removed in accordance with Clause 7.1 above or the Voting Trustee wishes to retire in accordance with Clause 7.2 above, a new or additional Voting Trustee (as the case may be) may be appointed by Xxxxx Xxxxxx while he is alive and not Incapable, and after the death of Xxxxx Xxxxxx and during such time or times that he is Incapable, by the PTC Co; provided, however, that any such new Voting Trustee may be appointed only with the prior or simultaneous written consent of McDonald’s. 7.4 Where a notice of removal has been given under Clause 7.1 above (a “Removal Notice”) or where the Voting Trustee has given notice of its wish to retire in accordance with Clause 7.2 above (a “Retirement Notice”), and no successor trustee has been appointed (for whatever reason) prior to the end of the applicable Appointment Period, the Voting Trustee may then by deed appoint a person (of its own selection) as successor trustee in place of the Voting Trustee. Subject to subparagraph (b), below, upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, the Investor shall appoint promptly a successor Voting Trustee. (b) No person shall be appointed as a successor Voting Trustee if such person is the Investor, an Affiliate of the Investor, or the holder of Voting Trust Certificates (the “Independence Qualifications”). In addition, any Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such Voting Trustee no longer to meet the Independence Qualifications. Upon the disqualification of the Voting Trustee or any successor Voting Trustee, such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of successor Voting Trustees shall be notified to the regulatory authorities set forth on Schedule A to this Agreement (the “Regulators”). (c) Any successor Voting Trustee appointed as herein provided shall indicate its acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustee of such counterpart at the registered office of the Company in the State of New York such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustee as though such successor had been originally a party to this Agreement as a Voting Trustee.

Voting Trustee. (a) The Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying the Investor Investor, the Company and the Company Custodian in writing of such resignation, which shall take effect ten thirty days thereafter or upon the earlier acceptance thereof by the Investor, the Company and the InvestorCustodian. The Investor may also, at any time upon ten days’ prior notice, cause the resignation and replacement of the Voting Trustee. Subject to subparagraph (b), below, upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, the Investor shall appoint promptly a successor Voting Trustee. (b) No person shall be appointed as a successor Voting Trustee if such person is the Investor, an Affiliate of the Investor, or the holder of Voting Trust Certificates (the “Independence Qualifications”), provided, however, that for purpose of this provision, the Company shall not be deemed to be an Affiliate of the Investor. In addition, any Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such Voting Trustee no longer to meet the Independence Qualifications. Upon the disqualification of the Voting Trustee or any successor Voting Trustee, such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of successor Voting Trustees shall be notified to the regulatory authorities set forth on Schedule A to this Agreement (the “Regulators”). (c) Any successor Voting Trustee appointed as herein provided shall indicate its acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustee of such counterpart at the registered principal business office of the Company in the State of New York such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustee as though such successor had been originally a party to this Agreement as a Voting Trustee.

Voting Trustee. (a) The Voting Trustee shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions hereof, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than as a result of its own gross negligence or willful misconduct. Purchaser and Stockholder, jointly and severally, agree to indemnify, hold harmless and defend the Voting Trustee from and against any and all losses, claims, liabilities and reasonable expenses, including the reasonable fees of its counsel, which it may suffer or incur hereunder, or in connection herewith, except such as shall result solely and directly from its own gross negligence or willful misconduct, and each of Purchaser and Stockholder agree to contribute an amount equal to 50% of the total amount paid to Voting Trustee pursuant to this Section 8(a). Anything in this Agreement to the contrary notwithstanding, in no event shall the Voting Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (and any successor including but not limited to lost profits), even if the Voting Trustee) may at any time resign by notifying Trustee has been advised of the Investor and the Company in writing likelihood of such resignation, which shall take effect ten days thereafter loss or upon damage and regardless of the earlier acceptance thereof by the Company and the Investorform of action. The Investor may also, at any time upon ten days’ prior notice, cause foregoing indemnities in this paragraph shall survive the resignation and replacement of the Voting TrusteeTrustee or the termination of this Agreement. Subject The only duties and responsibilities of the Voting Trustee shall be to subparagraph (b)hold the Voting Trust received hereunder, below, upon to vote the death, incapacity, resignation or disqualification (as described below) Voting Trust Stock and to disburse such Voting Trust in accordance with the terms of this Agreement. The Voting Trustee shall have no responsibility for the validity of any agreements referred to in this Agreement, or for the performance of any such agreements by any party thereto or for interpretation of any of the provisions of any such agreements. The Voting Trustee shall be fully protected and shall not incur any liability in acting in accordance with any written instructions given to it hereunder and believed by it to have been executed by the proper person. The Voting Trustee shall be under no duty to inquire into or investigate the validity or accuracy of any such document. The Voting Trustee, the Investor 's fees and expenses for acting as Voting Trustee hereunder are set forth in Schedule I hereto. Such fees and expenses shall appoint promptly a successor Voting Trusteebe shared equally by Purchaser and Stockholder. (b) No person shall be appointed as a successor Voting Trustee if such person is the Investor, an Affiliate of the Investor, or the holder of Voting Trust Certificates (the “Independence Qualifications”). In addition, any The Voting Trustee shall not be disqualified from serving as a Voting Trustee effective immediately upon liable for any action taken or omitted by it in good faith unless the occurrence of any event causing such Voting Trustee no longer loss to meet the Independence Qualifications. Upon parties hereto was primarily caused by (i) the disqualification gross negligence or willful misconduct of the Voting Trustee as determined by a court of competent jurisdiction or any successor Voting Trustee, such Voting Trustee shall immediately cease to be (ii) a Voting Trustee. All appointments of successor Voting Trustees shall be notified to the regulatory authorities set forth on Schedule A to this Agreement (the “Regulators”). (c) Any successor Voting Trustee appointed as herein provided shall indicate its acceptance of such appointment by signing a counterpart of this Agreement and upon the filing breach by the Voting Trustee of such counterpart at the registered office any of the Company terms contained in this Agreement. In the State administration of New York such successor shall be vested with all the rightsVoting Trust hereunder, powers, duties and immunities herein conferred upon the Voting Trustee as though such successor had been originally a party may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to this Agreement as a Voting Trusteebe selected and retained by it.

Voting Trustee. (a) The Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying the Investor and the Company in writing of such resignation, which There shall take effect ten days thereafter or upon the earlier acceptance thereof by the Company and the Investor. The Investor may also, at any time upon ten days’ prior notice, cause the resignation and replacement of the Voting Trustee. Subject to subparagraph (b), below, upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trusteebe one voting trustee under this Agreement, the Investor shall appoint promptly a successor first of which is the Voting Trustee. (b) No person The Voting Trustee may at any time resign office by giving not less than 30 days’ prior notice in writing to Smart Tech and the Participant and any successor voting trustee that is unable to continue to act hereunder, whether by reason of dissolution, bankruptcy, death, incapacity, inability or otherwise shall be appointed deemed to have resigned. A vacancy in the office of the voting trustee under this Agreement that may occur by the resignation, dissolution, bankruptcy, death, incapacity, inability or otherwise shall promptly be filled at the direction and by resolution in writing signed by a majority of members of the board of directors. Any individual or corporation selected as aforesaid to fill a vacancy created in the office of voting trustee shall execute and deliver an agreement, as a successor Voting Trustee if condition precedent to becoming a voting trustee, whereby such person is individual or corporation, as the Investorcase may be, an Affiliate of the Investoragrees, or the holder of Voting Trust Certificates (the “Independence Qualifications”). In addition, any Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such Voting Trustee no longer to meet the Independence Qualifications. Upon the disqualification of the Voting Trustee or any successor Voting Trustee, such Voting Trustee shall immediately cease in effect to be a Voting Trustee. All appointments bound by the provisions of successor Voting Trustees shall be notified to the regulatory authorities set forth on Schedule A to this Agreement (as if it, he or she were an original party hereto and shall thereupon have the “Regulators”)same rights, powers and discretion as though originally appointed voting trustee hereunder. (c) Any successor voting trustee under this Agreement may be a member of the board of directors of Smart Tech and/or a shareholder or Smart Tech and may vote for himself or itself, as the case may be, and count in the determination of the quorum at any meeting of Smart Tech or the board of directors of Smart Tech as such and no Person shall be disqualified from acting as a voting trustee under this Agreement by reason of any personal interest, either direct or indirect, in Smart Tech or in any of its securities, and any voting trustee or any firm or corporation in which he or it may be a shareholder, officer or member may deal with Smart Tech by lending it money, purchasing or selling its securities or otherwise in any manner whatsoever as fully as though he, she or it were not a voting trustee under this Agreement, nor shall any action be voidable on account of any such personal interest. (d) The Voting Trustee appointed shall not be entitled to remuneration for acting as herein provided such, and in no event shall indicate its acceptance of such appointment by signing a counterpart of this Agreement and upon the filing by the Voting Trustee of under this Agreement have recourse against the Participant or against the Equity Plan Shares for any such counterpart at remuneration. Notwithstanding the registered office of the Company in the State of New York such successor shall be vested with all the rightsabove, powers, duties and immunities herein conferred upon the Voting Trustee shall be compensated for all reasonable expenses related to his duties as though Voting Trustee for the Participant with such successor had been originally a party reasonable expenses to this Agreement as a Voting Trusteebe borne by Smart Tech.

Voting Trustee. (a) The Voting Trustee shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions hereof, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than as a result of its own gross negligence or willful misconduct. Purchaser and Stockholder, jointly and severally, agree to indemnify, hold harmless and defend the Voting Trustee from and against any and all losses, claims, liabilities and reasonable expenses, including the reasonable fees of its counsel, which it may suffer or incur hereunder, or in connection herewith, except such as shall result solely and directly from its own gross negligence or willful misconduct, and each of Purchaser and Stockholder agree to contribute an amount equal to 50% of the total amount paid to Voting Trustee pursuant to this Section 8(a). Anything in this Agreement to the contrary notwithstanding, in no event shall the Voting Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (and any successor including but not limited to lost profits), even if the Voting Trustee) may at any time resign by notifying Trustee has been advised of the Investor and the Company in writing likelihood of such resignation, which shall take effect ten days thereafter loss or upon damage and regardless of the earlier acceptance thereof by the Company and the Investorform of action. The Investor may also, at any time upon ten days’ prior notice, cause foregoing indemnities in this paragraph shall survive the resignation and replacement of the Voting TrusteeTrustee or the termination of this Agreement. Subject The only duties and responsibilities of the Voting Trustee shall be to subparagraph (b)hold the Voting Trust received hereunder, below, upon to vote the death, incapacity, resignation or disqualification (as described below) Voting Trust Stock and to disburse such Voting Trust in accordance with the terms of this Agreement. The Voting Trustee shall have no responsibility for the validity of any agreements referred to in this Agreement, or for the performance of any such agreements by any party thereto or for interpretation of any of the provisions of any such agreements. The Voting Trustee shall be fully protected and shall not incur any liability in acting in accordance with any written instructions given to it hereunder and believed by it to have been executed by the proper person. The Voting Trustee shall be under no duty to inquire into or investigate the validity or accuracy of any such document. The Voting Trustee, the Investor 's fees and expenses for acting as Voting Trustee hereunder are set forth in Schedule I hereto. Such fees and expenses shall appoint promptly a successor Voting Trusteebe shared equally by Purchaser and Stockholder. (b) No person shall be appointed as a successor Voting Trustee if such person is the Investor, an Affiliate of the Investor, or the holder of Voting Trust Certificates (the “Independence Qualifications”). In addition, any The Voting Trustee shall not be disqualified from serving as a Voting Trustee effective immediately upon liable for any action taken or omitted by it in good faith unless the occurrence of any event causing such Voting Trustee no longer loss to meet the Independence Qualifications. Upon parties hereto was primarily caused by (i) the disqualification gross negligence or willful misconduct of the Voting Trustee as determined by a court of competent jurisdiction or (ii) a breach by the Voting Trustee of any successor of the terms contained in this Agreement. In the administration of the Voting TrusteeTrust hereunder, such the Voting Trustee may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Voting Trustee shall immediately cease to not be a Voting Trustee. All appointments liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of successor Voting Trustees shall be notified any such counsel, accounts or other skilled persons unless the loss to the regulatory authorities set forth on Schedule A to parties hereto was primarily caused by (x) the gross negligence or willful misconduct of the Voting Trustee as determined by a court of competent jurisdiction or (y) a breach by the Voting Trustee of any of the terms contained in this Agreement (the “Regulators”)Agreement. (c) Any successor Voting Trustee appointed as herein provided shall indicate its acceptance of such appointment by signing a counterpart of this Agreement and upon In the filing by event that the Voting Trustee of such counterpart at the registered office shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto or its designated representative which, in its opinion, conflict with any of the Company in the State provisions of New York such successor this Agreement, it shall be vested with entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the rightsother parties hereto or by a final order or judgment of a court of competent jurisdiction. (d) The Voting Trustee may resign at any time by giving written notice thereof to the other parties hereto, powers, duties but such resignation shall not become effective until a successor voting trustee shall have been appointed and immunities herein conferred upon shall have accepted such appointment in writing. If any instrument of acceptance by a successor voting trustee shall not have been delivered to the Voting Trustee within 30 days after the giving of such notice of resignation, the resigning Voting Trustee may at the expense of Purchaser and Stockholder, as though such to 50 percent each, petition any court of competent jurisdiction for the appointment of a successor had been originally a party to this Agreement as a Voting Trusteevoting trustee.