Common use of RIGHTS AND POWERS OF VOTING TRUSTEE Clause in Contracts

RIGHTS AND POWERS OF VOTING TRUSTEE. (a) The Voting Trustee shall possess and be entitled to exercise, subject to the provisions hereof (in particular those contained in Section 28 of this Agreement) and of the Restated Certificate of Incorporation and By-laws of the Company and applicable law, all the rights and powers of registered owners of the Deposited Securities as long as they are subject to the Trust, including, but without limitation, the right and power (i) to vote and exercise all other rights with respect to the Deposited Securities, either in person or by proxy, on every matter for which the Deposited Securities may be voted, or to give written consent in lieu of voting thereon, (ii) to waive notice of any regular or special meeting of stockholders of the Company, (iii) to call meetings of stockholders of the Company and (iv) to exercise all other voting rights and powers pertaining to ownership of the Shares; it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Agreement or by or under any other agreement express or implied. The Voting Trustee shall vote all Deposited Securities with respect to all matters, including without limitation the election and removal of directors, voted on by the shareholders of the Company (whether at a regular or special meeting or pursuant to a written consent). Notwithstanding the foregoing, the Voting Trustee agrees that, in voting any Deposited Securities, it will vote solely in proportion with the votes cast by all holders of voting securities of the Company on any matter put before them. (b) The Voting Trustee is authorized to become party to or prosecute or defend or intervene in any suits or legal proceedings in its capacity as securityholder of the Company, acting solely at the direction of the Investor, and the Investor agrees to hold the Voting Trustee harmless from any action or omission by the Voting Trustee, acting in conformity with the instructions of the Investor, in any such suit or legal proceeding. (c) The Voting Trustee shall be present, whether in person or represented by proxy, at all annual and special meetings of the Company held during the period for which the Trust is in existence, so that all Deposited Securities may be counted for the purposes of determining the presence of a quorum at such meeting.

RIGHTS AND POWERS OF VOTING TRUSTEE. (a) The Voting Trustee shall possess and be entitled to exercise, subject to the provisions hereof (in particular those contained in Section 28 of this Agreement) and of the Restated Certificate of Incorporation and By-laws of the Company and applicable lawhereof, all the rights and powers of registered absolute owners of the Deposited Securities as long as they are subject to the Trustall shares deposited hereunder, including, but without limitation, the right to receive dividends on such shares and power (i) the right to vote and exercise all other rights vote, consent in writing or otherwise act with respect to any corporate or shareholders' action, to increase or reduce the Deposited Securities, either in person or by proxy, on every matter for which the Deposited Securities may be voted, or to give written consent in lieu of voting thereon, (ii) to waive notice of any regular or special meeting of stockholders stated capital of the Company, to classify or reclassify any of the shares as now or hereafter authorized into preferred or common shares or other classes of shares with or without par value, to amend the Articles of Incorporation or By-Laws, to merge or consolidate the Company with other corporations, to sell all or any part of its assets (iii) to call meetings of stockholders except for the stock of the Company and without the consent of the Stockholder), to create any mortgage or security interest in or lien on any property of the Company, or for any other corporate act or purpose; provided that the Voting Trustee shall give the holders of Voting Stock certificates not less than fifteen (iv15) to days prior written notice of the exercise all other voting of such rights and powers pertaining to ownership if such exercise is not at the request of the Shares; beneficial owners of a majority of the shares of the Company, it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Voting Trust Agreement or by or under any other agreement express expressed or implied. (b) In case the Company effectuates a consolidation or merger with or into another corporation, or of another corporation with or into the Company, or all or substantially all of the assets of the Company are transferred to another corporation, then in connection with such consolidation, merger or transfer the term "Company" for all purposes of this Voting Trust Agreement shall be taken to include such successor corporation. The Voting Trustee shall vote all Deposited Securities may in connection with such consolidation or merger surrender such shares and receive in lieu thereof and exchange therefor the shares issuable thereof in such merger or consolidation, and may hold the shares so received in place of the shares deposited hereunder. Thereafter, the rights and obligations of the Voting Trustee and of the holders of Voting Trust Certificates with respect to shares deposited hereunder shall for all matterspurposes be treated as applying to the shares so received, including without limitation the election and removal of directors, voted on by the shareholders there being substituted for each share of the Company (whether at a regular or special meeting or pursuant an amount of the new shares proportionate to a written consent)the entire amount of such new shares received for all of the shares of the Company so surrendered. Notwithstanding the foregoing, Upon demand of the Voting Trustee agrees that, in voting any Deposited Securities, it will vote solely in proportion with to the votes cast by all holders of voting securities Voting Trust Certificates, such holders shall surrender their Voting Trust Certificates and shall accept in lieu thereof one (1) or more new Voting Trust Certificates in form similar to that hereinbefore set forth, but modified so as to describe expressly the interest then represented by the Voting Trust Certificate. The terms "stock" and "capital stock" as used herein shall be taken to include any stock which may be received by the Voting Trustee in lieu of all or any part of the Company on capital stock of the Company. Any transfer tax or other charges payable in respect of any matter put before themsuch exchange, if so required by the Voting Trustee, shall be paid by the holders of the Voting Trust Certificates. (bc) The Voting Trustee is authorized to become a party to or prosecute or defend or intervene in any suits or legal proceedings in its capacity as securityholder of the Company, acting solely at the direction of the Investorproceedings, and the Investor agrees shareholders and holders from time to time of the Voting Trust Certificates agree to hold the Voting Trustee harmless from any action or omission by the Voting Trustee, acting him in conformity with the instructions of the Investor, in any such suit or legal proceeding. (c) connection therewith. The Voting Trustee shall be present, whether under no obligation to institute any action to recover amounts owed with respect to stock of the Company unless the holders of Voting Trust Certificates deposit funds in person or represented an amount sufficient for all expenses and attorneys' fees which may reasonably be anticipated to be incurred by proxy, at the Voting Trustee in such action and agree to indemnify the Voting Trustee for all annual expenses and special meetings attorneys' fees in connection with such action. (d) The Voting Trustee is authorized to pledge the capital stock of the Company held during the period for which the Trust is hereunder in existence, so that all Deposited Securities may be counted connection with any financing for the purposes of determining benefit of, among other parties, the presence of a quorum at such meetingStockholder.

RIGHTS AND POWERS OF VOTING TRUSTEE. (a) The Voting Trustee shall possess and be entitled to exercise, subject to the provisions hereof (in particular those contained in Section 28 of this Agreement) and of the Restated Certificate of Incorporation Incorporation, as amended, and By-laws of the Company and applicable law, all the rights and powers of registered owners of the Deposited Securities as long as they are subject to the Trust, including, but without limitation, the right and power (i) to vote and exercise all other rights with respect to the Deposited Securities, either in person or by proxy, on every matter for which the Deposited Securities may be voted, or to give written consent in lieu of voting thereon, (ii) to waive notice of any regular or special meeting of stockholders of the Company, (iii) to call meetings of stockholders of the Company and (iv) to exercise all other voting rights and powers pertaining to ownership of the Shares; it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, under this Agreement or by or under any other agreement express or implied. The Voting Trustee shall vote all Deposited Securities with respect to all matters, including without limitation the election and removal of directors, voted on by the shareholders of the Company (whether at a regular or special meeting or pursuant to a written consent). Notwithstanding the foregoing, the Voting Trustee agrees that, in voting any Deposited Securities, it will vote solely in proportion with the votes cast by all holders of voting securities of the Company on any matter put before them. In each case, the Voting Trustee and the Custodian shall cooperate in good faith to confirm the number of Deposited Securities to be voted. (b) The Voting Trustee is authorized to become party to or prosecute or defend or intervene in any suits or legal proceedings in its capacity as securityholder of the Company, acting solely at the direction of the Investor, and the Investor agrees to hold the Voting Trustee harmless from any action or omission by the Voting Trustee, acting in conformity with the instructions of the Investor, in any such suit or legal proceeding. (c) The Voting Trustee shall be present, whether in person or represented by proxy, at all annual and special meetings of the Company held during the period for which the Trust is in existence, so that all Deposited Securities may be counted for the purposes of determining the presence of a quorum at such meeting.