Common use of Acts Clause in Contracts

Acts. During the existence of the voting trust created hereby, the Trustee shall possess and in his discretion shall be entitled to exercise all rights and powers of the absolute owner of the Stock, including without limiting the generality of the foregoing, the rights and powers to vote the Trust Shares and to assent to or dissent from any corporate or shareholder action of any kind whatsoever, whenever such vote, assent or dissent is required or permitted by law or otherwise, including the election of directors, amendment or repeal of the Articles of Incorporation and Bylaws of the Corporation, or any proposed increase, decrease or change in the classification of the capital stock of the Corporation or any proposed dissolution and liquidation or merger or consolidation of the Corporation into or with another corporation or corporations, or any sale, lease, transfer, conveyance, mortgage or encumbrance of all or any substantial part of the property of the Corporation; and no such right or power shall be vested in or be exercised by any other person as a stockholder beneficially owning any of the Trust Shares or holding or owning any trust certificate issued hereunder by virtue of the issuance or ownership of any such trust certificate. The above notwithstanding, except as provided in paragraph 11 hereof, the Trustee shall not at any time sell, transfer, pledge, hypothecate or in any other manner dispose of all or any part of the Trust Shares.