Common use of Voting Trustees Clause in Contracts

Voting Trustees. 3.1 Each Voting Trustee (a) accepts the trust and proxy hereby created in accordance with all of the terms and conditions and reservations herein contained and agrees to serve as Voting Trustee hereunder, and (b) agrees that he will exercise the powers and perform the duties of the Voting Trustee as herein set forth according to his best judgment. 3.2 Each of the two trustees shall be unaffiliated with each other, and each shall have no familial or business connection with the management of iconectiv, Ericsson Parent (including any of its subsidiaries and Affiliates), Ericsson Holding (including any of its subsidiaries and Affiliates), FP Icon (including any of its subsidiaries and Affiliates) or any Telecommunications Service Provider (defined as any telecommunications carrier as defined in 47 U.S.C. § 153(51) and any Interconnected VoIP Provider, as defined in 47 U.S.C. § 153(25)). The Voting Trustees shall take no action that would cause iconectiv to violate the Code of Conduct. 3.3 Any Trustee or successor Trustee may at any time resign by delivery to the other Trustee and to Ericsson Holding and FP Icon of his resignation in writing. In the event of a vacancy or vacancies occurring in the office of Trustee or successor Trustee through the death, incapacity, resignation, refusal to act, or removal from the role of Trustee under this Agreement, Ericsson Holding and FP Icon may, upon mutual agreement, appoint a successor Trustee to fill each such vacancy, and with the prior written consent of the FCC. A majority of the iconectiv Board of Managers, by affirmative vote, may remove a Trustee with or without cause at any time, with the written consent of the FCC, which consent shall not be unreasonably withheld or delayed, and a successor Trustee shall be appointed in accordance with the preceding sentence. The successor Trustee so appointed shall be clothed with all the rights, privileges, duties and powers conferred upon the Trustees herein named. Upon the appointment of a successor Trustee, new certificates of Trust Units shall be issued in the names of the current Voting Trustees. In the event of a vacancy, notwithstanding Section 1.5, the sole remaining Trustee may exercise the powers of the Voting Trustees for the lesser of 120 days or until a successor is appointed. 3.4 Ericsson Holding and FP Icon each hereby waives any and all claims of every kind and nature which hereafter Ericsson Holding or FP Icon may have against the Voting Trustees, and agrees to release and by such act does release each Voting Trustee and his respective successors and assigns from any liability whatsoever arising out of or in connection with the exercise of his powers or the performance of his duties hereunder, except for such claims or liability as may arise out of the willful misconduct or gross negligence of such Voting Trustee. Each Voting Trustee shall be free from liability in acting upon any paper, document or signature reasonably believed by the Voting Trustee to be genuine and to have been signed by the proper party. No Voting Trustee shall be liable for any error of judgment in any act done or omitted, nor for any mistake of fact or law, nor for anything that the Voting Trustee may do or refrain from doing, unless, in each case, the Voting Trustee's action or failure to act constitutes willful misconduct or gross negligence. Each Voting Trustee may consult with legal counsel and action under this Agreement suffered or taken in good faith by such Voting Trustee in accordance with the opinion of the Voting Trustee's counsel shall be conclusive on the parties to this Agreement and such Voting Trustee shall be fully protected and be subject to no liability with respect thereto. 3.5 In consideration of each Voting Trustee's services hereunder, Ericsson Holding and FP Icon each shall pay to each Voting Trustee Two Thousand Dollars (US$2,000) per calendar month. This amount may be increased with the consent of the FCC for good cause, which includes the amount of time actually required to fulfill Trustees’ duties. In addition, Ericsson Holding and FP Icon collectively shall pay all reasonable expenses of the Voting Trustees, including, without limitation, counsel fees, and shall discharge all liabilities incurred by the Voting Trustees, or either of them, in connection with the exercise of their powers and performance of their duties under this Agreement, except such as shall arise from the willful misconduct or gross negligence of a Voting Trustee. Ericsson Holding and FP Icon shall also indemnify and hold the Voting Trustees harmless from and against any and all claims and liabilities in connection with or arising out of the administration of the voting trust created by this Agreement or the exercise of any powers or the performance of any duties by him as herein provided or contemplated, except such as shall arise from the willful misconduct or gross negligence of a Voting Trustee.