Common use of Powers and Duties of Trustee Clause in Contracts

Powers and Duties of Trustee. (1) While this Agreement is in effect, the Trustee, in his sole discretion, in person or by proxy, shall have the full and unqualified right and power to vote the Shares, held by him hereunder, to waive notice of meetings, to take part in or consent to any corporate or stockholders' action of any kind whatsoever, to enter into agreement for the voting of Shares with stockholders of the Company, and otherwise to act in respect of any and all such Shares in the same manner and to the same extent as if he were the absolute owner thereof in his own right; provided, however, that the Trustee shall have no right or authority to pledge or otherwise encumber, or to sell, transfer, or otherwise dispose of any Shares deposited hereunder. (2) The Trustee may employ counsel and such agents as he may deem necessary, desirable or convenient, may remove them at pleasure, and may fix the powers, duties and compensation of such agents and attorneys. The Trustee shall be reimbursed by the holders of Voting Trust Certificates, pro rata in proportion to the number of such certificates held by them, for fees and disbursements paid by the Trustee to such agents and attorneys and for any other of his ordinary and necessary expenses in carrying out this Agreement upon submission to such holders of vouchers for such payment. (3) The Trustee shall serve as such without compensation. He may, in his individual capacity, serve as a director, officer and/or agent of the Company or any subsidiary of, or company controlled by or affiliated with, the Company and receive compensation therefor. (4) The Trustee or any person, firm or corporation in which he may have an interest or with which he is affiliated or in any way related may, for his or its own account: purchase and sell securities of the Company or any subsidiary of, or company controlled by or affiliated with, the Company; purchase any property (including, without limitation, securities or rights or warrants to acquire securities of other corporations) owned by the Company or any such other company; or be interested in any such purchase or sale. No contract or other transaction between the Company or any such other company; or be interested in any such purchase or sale. No contract or other transaction between the Company or any subsidiary of, or company controlled by or affiliated with, the Company and the Trustee, or any person, firm or corporation in which the Trustee may be interested or with which he may be affiliated or in any way related, shall be rendered invalid by the fact of his being a party thereto or being interested in or affiliated with or related to such person, firm or corporation; and the Trustee and any such person, firm or corporation are hereby relieved from any liability by reason of the making of any contract or participating in any transaction wherein such Trustee, or any such person, firm or corporation, may be interested. (5) The Trustee may act in person or by proxy or otherwise through agents as he in his sole discretion shall determine.

Powers and Duties of Trustee. (1a) While this Agreement is in effect, the Trustee, in his sole discretion, in person or by proxy, The Trustee shall have the full and unqualified right and power in his discretion, as long as any Shares are subject to the provisions of this Agreement, (i) to vote the Shares either in person or by proxy, for every purpose for which the Shares may be voted according to the Company's Certificate of Incorporation, or to give written consent in lieu of voting thereon to any corporate act of the Company (including, without limitation, the election of the directors of the Company who may be elected by holders of the Shares, held by him hereunderany amendment or amendments of the Certificate of Incorporation of the Company, the merger or consolidation of the Company into or with any other corporation or corporations, the sale of all or any part of the assets of the Company and the liquidation or dissolution of the Company), (ii) to waive notice of meetings, to take part in any regular or consent to any corporate or stockholders' action special meeting of any kind whatsoever, to enter into agreement for the voting of Shares with stockholders of the Company, and otherwise (iii) to act in respect call meetings of stockholders, (iv) to subject the voting of the Shares to the terms of any stockholder agreement with other stockholders of the Company and (v) to exercise all such Shares in the same manner stockholders' rights and powers with respect to the same extent as if he were the absolute owner thereof in his own rightShares; provided, however, that if the Company shall be party to a merger, consolidation or other transaction as the result of which the holders of its Common Stock are entitled by law to surrender their shares of stock and receive in exchange therefor the fair market value thereof, the Trustee will, as soon as he is notified by the Company of the existence of such rights, notify the Stockholders of the transaction and of the existence of such rights and take appropriate steps to perfect and preserve such rights for those of the Stockholders who desire to exercise the same. The right to vote the Shares and the manner of voting them shall have no right or authority to pledge or otherwise encumber, or to sell, transfer, or otherwise dispose of any Shares deposited hereunderbe determined by the Trustee in his sole discretion. (2b) The Trustee may employ counsel and such agents as he may deem necessary, desirable or convenient, may remove them at pleasure, and may fix the powers, duties and compensation of such agents and attorneys. The Trustee Nothing herein contained shall be reimbursed by the holders of Voting Trust Certificates, pro rata in proportion to the number of such certificates held by them, for fees and disbursements paid by disqualify the Trustee to from serving as such agents and attorneys and for if he does any other of his ordinary and necessary expenses the following, nor shall anyone serving in carrying out this Agreement upon submission to such holders capacity be incapacitated from doing any of vouchers for such payment.the following: (3i) The Trustee shall serve as such without compensation. He may, in his individual capacity, serve as a director, officer and/or agent of dealing or contracting with the Company or any subsidiary ofof its affiliates, either as a vendor, or company controlled by purchaser, or affiliated with, the Company and receive compensation therefor. (4ii) The Trustee or any person, firm or corporation in which he may have an interest or with which he is affiliated or in any way related may, for his or its own account: purchase and sell securities of serving the Company or any subsidiary ofof its affiliates as an officer or director, or company controlled by or affiliated with, the Company; purchase any property (including, without limitation, securities or rights or warrants to acquire securities of other corporations) owned by the Company or any such other company; or be interested in any such purchase or sale. No contract or other transaction between the Company or any such other company; or be interested in any such purchase or sale. No contract or other transaction between the Company or any subsidiary of, or company controlled by or affiliated with, the Company and the Trustee, or any person, firm or corporation in which the Trustee may be interested or with which he may be affiliated or in any way relatedother capacity, shall be rendered invalid by the fact of his being a party thereto or being interested in or affiliated with or related to such person, firm or corporation; and the Trustee and any such person, firm or corporation are hereby relieved from any liability by reason of the making of any contract or participating in any transaction wherein such Trustee, or any such person, firm or corporation, may be interestedreceiving compensation therefor. (5) The Trustee may act in person or by proxy or otherwise through agents as he in his sole discretion shall determine.