Common use of Distribution and Voting Rights Clause in Contracts

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares Units held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares Units have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Units held in the Trust and, subject to Delaware law, effective as of the date that the Shares Units have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares Units have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares Units have been transferred into a Trust, the Company shall be entitled to rely on its share unit transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand demand, and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIIIVIII, until the Company has received notification that Shares have been transferred into to a Trust, the Company shall be entitled to rely on its share transfer books and other Member records for purposes of preparing lists of Members Record Holders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of MembersRecord Holders.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares Partnership Interests held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company Partnership that the Shares Partnership Interests have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Partnership Interests held in the Trust and, subject to Delaware law, effective as of the date that the Shares Partnership Interests have been transferred to the TrustTrustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company Partnership that the Shares Partnership Interests have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company Partnership has already taken irreversible limited liability company actionpartnership action in connection with such vote, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIIISection 4.11, until the Company Partnership has received notification that Shares Partnership Interests have been transferred into a Trust, the Company Partnership shall be entitled to rely on its share Partnership Interest transfer and other Member records for purposes of preparing lists of Members determining Partners entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of MembersPartners.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares of a Series held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares of a Series have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares of a Series have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares of such Series have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares of a Series have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

Distribution and Voting Rights. The Charitable Trustee shall have ------------------------------ all voting rights and rights to distributions with respect to Shares Units held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee by the recipient thereof shall be paid by the recipient of with respect to such distribution Units to the Charitable Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any distribution distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Units held in the Charitable Trust and, subject to Delaware law, effective as of the date that the Shares Units have been transferred to the TrustCharitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s 's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, -------- ------- that if the Company Partnership has already taken irreversible limited liability company action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of Section 11.3 and this Article XIIISection 12.4, until the Company Partnership has received notification that Shares Units have been transferred into a Charitable Trust, the Company Partnership shall be entitled to rely on its share Unit transfer and other Member Partnership records for purposes of preparing lists of Members Partners entitled to vote at meetings, determining the validity and authority of proxies or consents and otherwise conducting votes of MembersPartners.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIIIVIII, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

Distribution and Voting Rights. The Charitable Trustee shall have all voting rights and rights to distributions with respect to Shares Units held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee by the recipient thereof shall be paid by the recipient of with respect to such distribution Units to the Charitable Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any distribution distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Units held in the Charitable Trust and, subject to Delaware law, effective as of the date that the Shares Units have been transferred to the TrustCharitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company Partnership has already taken irreversible limited liability company action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of Section 11.3 and this Article XIIISection 12.4, until the Company Partnership has received notification that Shares Units have been transferred into a Charitable Trust, the Company Partnership shall be entitled to rely on its share Unit transfer and other Member Partnership records for purposes of preparing lists of Members Partners entitled to vote at meetings, determining the validity and authority of proxies or consents and otherwise conducting votes of MembersPartners.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares Units held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid to a Prohibited Owner in respect of Units that have been transferred to a Trustee prior to the discovery by the Company that the Shares Units have been transferred to the Trustee shall be paid by the recipient of such distribution Prohibited Owner to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution distributions so paid over to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Units held in the Trust and, subject to Delaware applicable law, effective as of the date that the Shares Units have been transferred to the TrustTrustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares Units have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the other provisions of this Article ARTICLE XIII, until the Company has received notification that Shares Units have been transferred into a Trust, the Company shall be entitled to rely on its share transfer books and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members, if applicable.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares Interests of a Series held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares Interests of a Series have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Interests held in the Trust and, subject to Delaware law, effective as of the date that the Shares Interests of a Series have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares Interests of such Series have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIIIARTICLE IV, until the Company has received notification that Shares Interests of a Series have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Economic Member records for purposes of preparing lists of Economic Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Economic Members.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares Interests held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company Partnership that the Shares Interests have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Interests held in the Trust and, subject to Delaware law, effective as of the date that the Shares Interests have been transferred to the TrustTrustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company Partnership that the Shares Interests have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company Partnership has already taken irreversible limited liability company partnership action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIIIX, until the Company Partnership has received notification that Shares Interests have been transferred into a Trust, the Company Partnership shall be entitled to rely on its share Interest transfer and other Member records for purposes of preparing lists of Members determining Partners entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of MembersPartners.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares of a Series held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares of a Series have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares of a Series have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares of such Series have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII‎XIII, until the Company has received notification that Shares of a Series have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.. 55

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

Distribution and Voting Rights. The Charitable Trustee shall have all voting rights and rights to distributions with respect to Shares Units held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee by the recipient thereof shall be paid by the recipient of with respect to such distribution Units to the Charitable Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any distribution distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Units held in the Charitable Trust and, subject to Delaware law, effective as of the date that the Shares Units have been transferred to the TrustCharitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s 's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company Partnership has already taken irreversible limited liability company action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of Section 11.3 and this Article XIIISection 12.4, until the Company Partnership has received notification that Shares Units have been transferred into a Charitable Trust, the Company Partnership shall be entitled to rely on its share Unit transfer and other Member Partnership records for purposes of preparing lists of Members Partners entitled to vote at meetings, determining the validity and authority of proxies or consents and otherwise conducting votes of MembersPartners.

Distribution and Voting Rights. The Charitable Trustee shall have all voting rights and rights to distributions with respect to Shares Units held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee by the recipient thereof shall be paid by the recipient of with respect to such distribution Units to the Charitable Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Charitable Trustee. Any distribution distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares Units held in the Charitable Trust and, subject to Delaware law, effective as of the date that the Shares Units have been transferred to the TrustCharitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s 's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company Partnership has already taken irreversible limited liability company action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of Section 11.3 and this Article XIIISection 12.4, until the Company Partnership has received notification that Shares Units have been transferred into a Charitable Trust, the Company Partnership shall be entitled to rely on its share Unit transfer and other Member Partnership records for purposes of preparing lists of Members Partners entitled to vote at meetings, determining the validity and authority of proxies or consents and otherwise conducting votes of Members.Partners. D.

Distribution and Voting Rights. The Charitable Trustee shall have all voting rights and rights to distributions with respect to Shares Units held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid to or on behalf of the Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee shall be paid by the recipient of such distribution to the Charitable Trustee upon demand demand, and any distribution authorized declared but unpaid shall be paid when due to the TrusteeCharitable Trustee with respect to such Units. Any distribution distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner Purported Record Transferee and Purported Beneficial Transferee shall have no voting rights with respect to Shares the Units held in the Charitable Trust and, subject to Delaware the Ontario law, effective as of the date that the Shares Units have been transferred to the TrustCharitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole and absolute discretion) (i) to rescind as void any vote cast by a Prohibited Owner Purported Record Transferee with respect to such Units prior to the discovery by the Company Partnership that the Shares Units have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company Partnership has already taken irreversible limited liability company action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions any other provision of this Article XIIIAgreement to the contrary, until the Company Partnership has received notification that Shares Units have been transferred into a Charitable Trust, the Company Partnership shall be entitled to rely on its share Unit transfer and other Member records with respect to holders of Units for purposes of preparing lists of Members holders of Units entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Membersholders of Units.

Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIIIXII, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.