General Powers of the Trustee. (a) The Trustee shall be expressly authorized (i) to maintain record ownership of the Trust Shares, (ii) to vote or take any action by written consent with respect to all Trust Shares held by it pursuant to this Agreement, in person or by proxy, at all meetings of the stockholders of the Company and in all proceedings, actions or instruments where a vote or written consent of stockholders may be required or permitted by law and (iii) to distribute, directly or through one of its affiliates, the Trust Shares to such beneficiaries as are entitled to receive them in accordance with this Agreement. Notwithstanding the preceding sentence, the Trustee shall not have a right to vote or take any action by written consent with respect to Trust Shares held by it in any case where the existence of such right would cause the Trust to be treated as an entity other than a grantor trust for United States federal tax purposes; provided, however, the Trustee shall have no obligation to investigate or determine such matters. For the avoidance of doubt, the Trustee shall have the right to vote or take action by written consent in favor of each Common Stock Amendment in accordance with Section 3.1 herein, and the Company hereby certifies that such right will not jeopardize the treatment of the Trust as either a grantor trust or as merely a custodial arrangement that is not an entity recognized for United States federal tax purposes. In addition, the Trustee shall have the following duties, which shall all be carried out in the State of Delaware or such other jurisdiction as the Trustee shall, from time to time, select as the situs of the trust: (i) To maintain records of the Voting Trust. (ii) To maintain an office for Trustee meetings and other trust business. (iii) To respond to inquiries concerning the Voting Trust from the Company. (iv) To execute documents with respect to Voting Trust account transactions, if any. (v) To initiate transactions on behalf of the Voting Trust, if any. (vi) To retain accountants, attorneys, agents and other advisers in connection with the performance of the Trustee’s duties. (vii) At the Company’s request and expense, to prepare or arrange for the preparation of all applicable tax returns and tax reporting on behalf of the Voting Trust. In the event the Company requests the Trustee prepare any tax returns, the Trustee is authorized to engage [ ] for the preparation of such tax returns. (b) The Trustee shall not have any duty or obligation to manage, control, prepare, file or maintain any report, financing or continuation statement, license or registration, use, sell, dispose of or otherwise deal with the Trust Shares, or otherwise to take or refrain from taking any action under or in connection with this Agreement or any other documents except pursuant to the express terms of this Agreement or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any SEC filing for the Voting Trust, the Trust assets or as relates to the Company or to record this Agreement or any document. (c) The Trustee shall be under no obligation to institute, conduct or defend any litigation, arbitration or other proceeding under this Agreement or otherwise or in relation to this Agreement (including, without limitation, in respect of any claim made relating to the Trust estate or the Company). (d) The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its reasonable control, the Trustee shall be unable, prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement. (e) The Trustee shall not be required to take any action hereunder or otherwise if the Trustee in the opinion of nationally-recognized outside counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (f) The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Shares. (g) The Trustee shall not be required to inspect or independently confirm that each Holder’s Letter of Transmittal provides an instruction to the Trustee as to how to vote the Trust Shares but instead shall be entitled to conclusively presume, without investigation, that each such Holder has instructed the Trustee to vote in favor of the Common Stock Amendment. (h) The Trustee shall have no liability for the failure of Computershare Trust Company, N.A. to reflect the Trustee on its records as the record holder of the Trust Shares as contemplated by Section 1.2 of this Agreement. The Company has directed Computershare Trust Company, N.A. to deliver to the Trustee on the Effective Date a Direct Registration (DRS) Advice in the form attached hereto as Annex B to evidence the Trustee’s book-entry position on Computershare Trust Company, N.A.’s records and the Trustee shall not be required to obtain any other evidence or confirmation that it is the holder of the Trust Shares.
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General Powers of the Trustee. (a) The Trustee shall be is expressly authorized (i) to maintain record ownership of the Trust Shares, (ii) to vote or take any action by written consent with respect to all Trust Shares held by it pursuant to this Agreement, in person or by proxy, at all meetings of the stockholders of the Company and in all proceedings, actions or instruments where a vote or written consent of stockholders of the Company may be required or permitted by law and (iii) to distribute, directly or through one of its affiliates, the Trust Shares to such beneficiaries as are entitled to receive them in accordance with this Agreement. Notwithstanding the preceding sentence, the Trustee shall not have a right to vote or take any action by written consent with respect to Trust Shares held by it in any case where the existence of such right would cause the Trust to be treated as an entity other than a grantor trust for United States federal tax purposes; provided, however, the Trustee shall have no obligation to investigate or determine such matters. For the avoidance of doubt, the Trustee shall have the right to vote or take action by written consent in favor of each Common Stock Amendment Proposal in accordance with Section 3.1 herein, and the Company hereby certifies that such right will not jeopardize the treatment of the Trust as either a grantor trust or as merely a custodial arrangement that is not an entity recognized for United States federal tax purposes. In addition, the Trustee shall have the following duties, which shall all be carried out in the State of Delaware Illinois or such other jurisdiction as the Trustee shall, from time to time, select as the situs of the trust:
(i) To maintain records of the Voting Trust.
(ii) To maintain an office for Trustee meetings and other trust business.
(iii) To respond to inquiries concerning the Voting Trust from the Company.
(iv) To execute documents with respect to Voting Trust account transactions, if any.
(v) To initiate transactions on behalf of the Voting Trust, if any.
(vi) To retain accountants, attorneys, agents and other advisers in connection with the performance of the Trustee’s duties.
(vii) At the Company’s request and expense, to prepare or arrange for the preparation of all applicable tax returns and tax reporting on behalf of the Voting Trust. In the event the Company requests the Trustee prepare any tax returns, the Trustee is authorized to engage [ ] such independent accountant for the preparation of such tax returnsreturns as is reasonably acceptable to the Company.
(b) The Trustee shall not have any duty or obligation to manage, control, prepare, file or maintain any report, financing or continuation statement, license or registration, use, sell, dispose of or otherwise deal with the Trust Shares, or otherwise to take or refrain from taking any action under or in connection with this Agreement or any other documents except pursuant to the express terms of this Agreement or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any SEC filing for the Voting Trust, the Trust assets or as relates to the Company or to record this Agreement or any document.
(c) The Trustee shall be under no obligation to institute, conduct or defend any litigation, arbitration or other proceeding under this Agreement or otherwise or in relation to this Agreement (including, without limitation, in respect of any claim made relating to the Trust estate assets or the Company).
(d) The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its reasonable control, the Trustee shall be unable, prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement.
(e) The Trustee shall not be required to take any action hereunder or otherwise if the Trustee in the opinion of nationally-recognized outside counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law.
(f) The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Shares.
(g) The Trustee shall not be required to inspect or independently confirm that each Holder’s Letter of Transmittal provides an instruction to the Trustee as to how to vote the Trust Shares but instead shall be entitled to conclusively presume, without investigation, that each such Holder has instructed the Trustee to vote in favor of the Common Stock AmendmentProposals.
(h) The Trustee shall have no liability for the failure of Computershare Trust Company, N.A. to reflect the Trustee on its records as the record holder of the Trust Shares as contemplated by Section 1.2 of this Agreement. The Company has directed Computershare Trust CompanyInvestors Services, N.A. L.L.C. to deliver to the Trustee on the Effective Date a Direct Registration (DRS) Advice in the form attached hereto as Annex B or as otherwise agreed to with Computershare to evidence the Trustee’s book-entry position on Computershare Trust CompanyInvestors Services, N.A.L.L.C.’s records and the Trustee shall not be required to obtain any other evidence or confirmation that it is the holder of the Trust Shares.
Appears in 1 contract
General Powers of the Trustee. (a) The Trustee shall be expressly authorized (i) to maintain record ownership of the Trust Shares, (ii) to vote or take any action by written consent with respect to all Trust Shares held by it pursuant to this Agreement, in person or by proxy, at all meetings of the stockholders of the Company and in all proceedings, actions or instruments where a vote or written consent of stockholders may be required or permitted by law and (iii) to distribute, directly or through one of its affiliates, the Trust Shares to such beneficiaries as are entitled to receive them in accordance with this Agreement. Notwithstanding the preceding sentence, the Trustee shall not have a right to vote or take any action by written consent with respect to Trust Shares held by it in any case where the existence of such right would cause the Trust to be treated as an entity other than a grantor trust for United States federal tax purposes; provided, however, the Trustee shall have no obligation to investigate or determine such matters. For the avoidance of doubt, the Trustee shall have the right to vote or take action by written consent in favor of each Common Stock Amendment in accordance with Section 3.1 herein, and the Company hereby certifies that such right will not jeopardize the treatment of the Trust as either a grantor trust or as merely a custodial arrangement that is not an entity recognized for United States federal tax purposes. In addition, the Trustee shall have the following duties, which shall all be carried out in the State of Delaware or such other jurisdiction as the Trustee shall, from time to time, select as the situs of the trust:
(i) To maintain records of the Voting Trust.
(ii) To maintain an office for Trustee meetings and other trust business.
(iii) To respond to inquiries concerning the Voting Trust from the Company.
(iv) To execute documents with respect to Voting Trust account transactions, if any.
(v) To initiate transactions on behalf of the Voting Trust, if any.
(vi) To retain accountants, attorneys, agents and other advisers in connection with the performance of the Trustee’s duties.
(vii) At the Company’s request and expense, to prepare or arrange for the preparation of all applicable tax returns and tax reporting on behalf of the Voting Trust. In the event the Company requests the Trustee prepare any tax returns, the Trustee is authorized to engage [ ] PricewaterhouseCoopers for the preparation of such tax returns.
(b) The Trustee shall not have any duty or obligation to manage, control, prepare, file or maintain any report, financing or continuation statement, license or registration, use, sell, dispose of or otherwise deal with the Trust Shares, or otherwise to take or refrain from taking any action under or in connection with this Agreement or any other documents except pursuant to the express terms of this Agreement or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any SEC filing for the Voting Trust, the Trust assets or as relates to the Company or to record this Agreement or any document.
(c) The Trustee shall be under no obligation to institute, conduct or defend any litigation, arbitration or other proceeding under this Agreement or otherwise or in relation to this Agreement (including, without limitation, in respect of any claim made relating to the Trust estate assets or the Company).
(d) The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its reasonable control, the Trustee shall be unable, prevented or forbidden from doing or performing any act or thing which the terms of this Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement.
(e) The Trustee shall not be required to take any action hereunder or otherwise if the Trustee in the opinion of nationally-recognized outside counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law.
(f) The Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Company or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Shares.
(g) The Trustee shall not be required to inspect or independently confirm that each Holder’s Letter of Transmittal provides an instruction to the Trustee as to how to vote the Trust Shares but instead shall be entitled to conclusively presume, without investigation, that each such Holder has instructed the Trustee to vote in favor of the Common Stock Amendment.
(h) The Trustee shall have no liability for the failure of Computershare Trust Company, N.A. to reflect the Trustee on its records as the record holder of the Trust Shares as contemplated by Section 1.2 of this Agreement. The Company has directed Computershare Trust Company, N.A. to deliver to the Trustee on the Effective Date a Direct Registration (DRS) Advice in the form attached hereto as Annex B to evidence the Trustee’s book-entry position on Computershare Trust Company, N.A.’s records and the Trustee shall not be required to obtain any other evidence or confirmation that it is the holder of the Trust Shares.
Appears in 1 contract