Trust Action. (a) The Liquidating Trustee hereby ------------ approves of and consents to the transfer of the Trust Units pursuant to the Offer in accordance with Section 3.2 of the Trust Agreement and represents that the Board of Trustees, at a meeting duly called and held on November 17, 2000, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the transactions contemplated by this Agreement (collectively, the "Transactions"), are in the ------------- best interests of the Beneficiaries and appropriate for the management, conservation and protection of the Trust Estate, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the Trust Agreement and applicable law) and (iii) resolved to recommend that Beneficiaries desiring to obtain liquidity for all or a portion of their investment accept the Offer and tender Trust Units pursuant to the Offer, and approve and adopt this Agreement and the Transactions. The Liquidating Trustee hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Trustees described in the immediately preceding sentence, and neither the Liquidating Trustee not the Board of Trustees shall withdraw or modify such recommendation in any manner adverse to Purchaser. Notwithstanding the foregoing, in the event that, prior to the time of acceptance for payment of Trust Units pursuant to the Offer, the Liquidating Trustee or the Board of Trustees determines in good faith that it is required to do so by its fiduciary duties under the Trust Agreement and applicable law after having received advice from outside legal counsel, the Board of Trustees or the Liquidating Trustee may withdraw or modify its approval or recommendation of the Offer, but only to terminate this Agreement in accordance with Section 6.01(d)(ii) (and, concurrently with such termination, cause the Liquidating Trustee to enter into an agreement with respect to a Superior Proposal). (b) As promptly as reasonably practicable on the date of commencement of the Offer, the Liquidating Trustee shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, the -------------- recommendation of the Board of Trustees described in Section 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Liquidating Trustee and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Liquidating Trustee further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) The Liquidating Trustee shall promptly furnish Purchaser with mailing labels containing the names and addresses of all Beneficiaries and with their corresponding number of Trust Units, each as of a date subsequent to the date hereof, together with all other available listings and computer files containing names, addresses and Trust Unit amounts of Beneficiaries and other beneficial owners of Interests. The Liquidating Trustee shall promptly furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of Beneficiaries, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to Beneficiaries as Purchaser may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Section 7.01, shall deliver to the Liquidating Trustee all copies of such information then in its possession.
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Sources: Liquidation Agreement (Sulzer Medica Usa Holding Co)
Trust Action. (a) The Liquidating Trustee hereby ------------ approves of and consents to the transfer of the Trust Units pursuant to the Offer in accordance with Section 3.2 of the Trust Agreement and represents that the Board of Trustees, at a meeting duly called and held on November 17, 2000, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the transactions contemplated by this Agreement (collectively, the "Transactions"), are in the ------------- best interests of the Beneficiaries and appropriate for the management, conservation and protection of the Trust Estate, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the Trust Agreement and applicable law) and (iii) resolved to recommend that Beneficiaries desiring to obtain liquidity for all or a portion of their investment accept the Offer and tender Trust Units pursuant to the Offer, and approve and adopt this Agreement and the Transactions. The Liquidating Trustee hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Trustees described in the immediately preceding sentence, and neither the Liquidating Trustee not the Board of Trustees shall withdraw or modify such recommendation in any manner adverse to Purchaser. Notwithstanding the foregoing, in the event that, prior to the time of acceptance for payment of Trust Units pursuant to the Offer, the Liquidating Trustee or the Board of Trustees determines in good faith that it is required to do so by its fiduciary duties under the Trust Agreement and applicable law after having received advice from outside legal counsel, the Board of Trustees or the Liquidating Trustee may withdraw or modify its approval or recommendation of the Offer, but only to terminate this Agreement in accordance with Section 6.01(d)(ii) (and, concurrently with such termination, cause the Liquidating Trustee to enter into an agreement with respect to a Superior Proposal).
(b) As promptly as reasonably practicable on the date of commencement of the Offer, the Liquidating Trustee shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, the -------------- recommendation of the Board of Trustees described in Section 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Liquidating Trustee and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Liquidating Trustee further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.
(c) The Liquidating Trustee shall promptly furnish Purchaser with mailing labels containing the names and addresses of all Beneficiaries and with their corresponding number of Trust Units, each as of a date subsequent to the date hereof, together with all other available listings and computer files containing names, addresses and Trust Unit amounts of Beneficiaries and other beneficial owners of Interests. The Liquidating Trustee shall promptly furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of Beneficiaries, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to Beneficiaries as Purchaser may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and, if this Agreement shall be terminated in accordance with Section 7.01, shall deliver to the Liquidating Trustee all copies of such information then in its possession.
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