Rights And Powers Of Trustee. With respect to Subject Shares where the Purchaser is the Beneficial Owner, the Trustee shall, in person or by nominees, agents, attorneys-in-fact, or proxies, have the right and the obligation to exercise its discretion with respect to all Voting Matters requiring holders of VMTP Shares to vote or consent with respect to and including voting or consenting to any corporate or shareholder action of any kind whatsoever, subject to the terms of this Agreement. The Trustee shall be obligated to vote any Voting Matter in accordance with the provisions of this Agreement.
Rights And Powers Of Trustee. With respect to Subject Shares of which the Purchaser is the Beneficial Owner, the Trustee shall, in person or by nominees, agents, attorneys-in-fact, or proxies, have the right and the obligation to vote with respect to all Voting Matters requiring or permitting holders of VRDP Shares to vote with respect thereto, subject to the terms of this Agreement. The Trustee shall be obligated to vote with respect to any Voting Matter in accordance with Section 7 and the other provisions of this Agreement.
Rights And Powers Of Trustee. Until (i) the surrender of the Voting Trust Certificates for cancellation, and (ii) the actual delivery to the holders of the Voting Trust Certificate or certificates representing Shares in exchange therefor, the Trustee shall possess and be entitled, subject to the provisions hereof, in the Trustee's sole and absolute discretion, to exercise, in person or by his nominees or proxies, all the rights and powers of an absolute owner of the Shares deposited hereunder, including, without limitation, the right to receive dividends on Shares and the right to vote, consent in writing or otherwise act with respect to any corporate or shareholder's resolution or action to the fullest extent permitted by applicable law. The Trustee is further authorized to become a party to or prosecute or defend or intervene in any actions or legal proceedings with respect to the Shares, and the Shareholders and the holders from time to time of the Voting Trust Certificates agree to indemnify the Trustee and to hold the Trustee harmless from any such suit or legal proceeding.
Rights And Powers Of Trustee. The Trustee shall possess and be entitled, subject to the provisions hereof and law, in his discretion, to exercise all the rights and powers of the beneficial owners of all shares deposited hereunder, including, but without limitation, the right to receive dividends on such shares (for the benefit of SHCR) and the right to vote, consent in writing, or otherwise act with respect to any corporate or shareholders' action, to increase or reduce the 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, to amend the Articles of Association or Bylaws, to merge or consolidate the Company with other Companies, to sell all or any part of the assets, or for any other lawful corporate act or purpose that may be undertaken by shareholders of the Company, it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates or by or under this Agreement (with the exception of any successor Trustee named in accordance with Article I hereof), or by or under any agreement express or implied; provided, however, that Trustee shall have no rights to transfer the shares except pursuant to a consolidation or merger. In case the Trustee shall vote or otherwise act in respect of the shares deposited hereunder so as to effect a consolidation or merger of the Company with and into another professional association or other legal entity, the Trustee may in connection with such consolidation or merger surrender such shares and receive in lieu thereof and in exchange therefor the shares issuable therefore 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 Trustee and of the Shareholder with respect to shares deposited hereunder shall for all purposes be treated as applying to the shares so received. Upon demand of the Trustee to the Shareholder, the Shareholder shall surrender his Voting Trust Certificates to the Trustee, and shall accept in lieu thereof one or more new Voting Trust Certificates in a form similar to that set forth in Exhibit "A" of this Agreement, but modified so as to describe expressly the interest then represented by the Voting Trust Certificate. Any transfer tax or other charges payable in respect of any such exchange shall be paid by the Trustee. The Trustee is also authorized to become a party to or pro...
Rights And Powers Of Trustee. So long as a Trustee shall be deemed to hold the Shares in trust in accordance with the terms hereof, the Trustee shall possess, and in the Trustee’s discretion shall be entitled to exercise in person or by nominees, agents, attorneys-in-fact, or proxies, all rights and powers to vote, assent, or consent with respect to the Shares, and to take part in and consent to any corporate or shareholder action of any kind whatsoever, as well as with respect to any other securities with voting rights received in respect of the Shares by way of a stock dividend. The rights of the Trustee herein to vote, assent or consent shall include, without limitation, the right to vote at any election of the directors and in favor of or in opposition to any resolution for a proposed dissolution and liquidation, merger, or consolidation of the Company, or a sale of all or substantially all of its assets, or the issuance or creation of additional classes of its securities, or any action which may properly be presented at any shareholders’ meeting or which requires the consent of the shareholders of the Company. The Shareholder shall not have any voting rights in respect of the Shares as long as this Agreement and the voting trust created hereby is in effect with respect to such Shares. Shareholder shall remain the beneficial owner of the Shares, subject to the Trustee’s rights and interests hereunder. For clarity, Trustee shall have no authority to sell, pledge, hypothecate or otherwise dispose of the Shares or any interest therein. In the event dividends are declared on the Shares, such funds shall be the exclusive property of Shareholder, and if received by the Trustee shall be remitted to Shareholder. Trustee hereby accepts his or her appointment as Trustee pursuant to the terms and conditions of this Agreement, and agrees to administer the voting trust created hereby in accordance with the terms and conditions of this Agreement, until his or her earlier resignation, removal, death or incapacitation as set forth herein.
Rights And Powers Of Trustee. So long as the Trustee shall be deemed to hold the Subject Shares in trust in accordance with the terms hereof, the Trustee shall possess, and in the Trustee’s discretion shall be entitled to exercise in person or by nominees, agents, attorneys-in-fact, or proxies, as absolute owner and holder of the Subject Shares all rights and powers attendant thereto, including the right to vote, assent, or consent with respect thereto, to take part in and consent to any corporate or stockholder action of any kind whatsoever, and to receive dividends and distributions on the Shares, in each case subject to the terms of this Agreement. The rights of the Trustee herein to vote, assent or consent shall include, without limitation, the right to vote at any election of the directors and in favor of or in opposition to any resolution for a proposed dissolution and liquidation, merger, or consolidation of the Company, or a sale of all or substantially all of its assets, or the issuance or creation of additional classes of its securities, or any action which may properly be presented at any stockholders’ meeting or which requires the consent of the stockholders of the Company. The Stockholder shall not have any voting rights in respect of the Subject Shares deposited with the Trustee as long as this Agreement is in effect with respect to such Shares.
Rights And Powers Of Trustee. So long as the Voting Trustee shall be deemed to hold the Shares in trust, the Voting Trustee shall possess, and in his discretion shall be entitled to exercise in person or by nominees, agents, attorneys-in-fact, or proxies, as absolute owners and holders of the Shares all voting rights and powers attendant thereto, including the right to assent, or consent with respect thereto, to take part in and consent to any corporate or shareholder action of any kind whatsoever. The registered holder of Voting Trust Certificates (including the applicable Beneficiary) shall retain the right to sell, transfer or hypothecate the Shares, subject to the provisions of Paragraph 3 hereof, covered by the Voting Trust Certificate registered in such holder’s name. The Voting Trustee shall have the right to vote on, assent or consent to any matter or action of any character whatsoever that may be presented at any shareholder’s meeting or which requires the consent of the shareholders of the Company (collectively, the “Stockholder Matters”), provided, that with respect to any Stockholder Matter acted upon by vote, (i) the Voting Trustee shall be required to vote that number of Shares in favor of such Stockholder Matter equal to the number of Shares determined by multiplying the total number of Shares by the Approval Ratio; and (ii) the Voting Trustee shall be required to vote that number of Shares against such Stockholder Matter equal to the amount determined by
Rights And Powers Of Trustee. Until (i) the surrender of the Voting Trust Certificates for cancellation, and (ii) the actual delivery to the holders of the Voting Trust Certificate of certificates representing Shares in exchange therefor, the Trustee shall possess and be entitled, subject to the provisions hereof, in his discretion, to exercise, in person or by his nominees or proxies, all the rights and powers of absolute owner of the Shares deposited hereunder, including without limitation the right to receive dividends on Shares and the right to vote, consent in writing or otherwise act with respect to any corporate or shareholder’s resolution or action, for the election of directors of the Corporation, to increase or reduce the stated capital of the Corporation, 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 Corporation’s Certificate of Incorporation or By-Laws, to merge or consolidate the Corporation into or with other corporations, to sell all or any part of its assets, to create any mortgage or security interest in or lien on any property of the Corporation, or for any other corporation act or purpose; it being expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates or by or under this Agreement, or by or under any agreement, express or implied. At all meetings of stockholders of the Corporation, and in all proceedings affecting the Corporation, the Trustee shall vote the Shares transferred to him hereunder in such manner as he may determine in his discretion. The Trustee is further authorized to become a party to or prosecute or defend or intervene in any suits or legal proceedings with respect to the Shares.
Rights And Powers Of Trustee. In accordance with the terms and conditions of the Company Agreement, and so long as this Voting Trust Agreement is in effect, the Voting Trustee shall possess, and in his discretion shall be entitled to exercise, acting in his capacity as a “Board” under and as set forth in the Company Agreement, in person or by nominees, agents, attorneys-in-fact or proxies, all rights and powers attendant to the Interest (except for the right to receive distributions), including the right to vote, assent or consent with respect thereto, to take part in and consent to any corporate or shareholder action of any kind whatsoever with respect thereto. Actions of the Voting Trustee in accordance with this Voting Trust Agreement shall be deemed to have been taken in accordance with the authority delegated to him under this Voting Trust Agreement and as a “Board” under the Company Agreement.
Rights And Powers Of Trustee. The Voting Trustee shall possess and be entitled, subject to the provisions of this Agreement, in the Voting Trustee's absolute discretion, to exclusively exercise all the rights and powers of an absolute owner of the Shares, including, but not limited to, the right to (i) receive dividends on the Shares, (ii) vote the Shares and (iii) take part in meetings of the shareholders of FASI; provided, however, that the Voting Trustee shall have no right to sell or otherwise dispose of the Shares. The Voting Trustee may in the Voting Trustee's absolute discretion vote for or against any merger, sale of substantially all of the assets of FASI or other similar transaction. It is expressly stipulated and agreed that the Shareholders shall have no such rights with respect to the Shares during the term of this Agreement.
