Rights of the Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that (subject to Section 3.1) the Preferred Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Guarantee Trustee being advised in writing by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Guarantee Trustee in good faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Preferred Guarantee Trustee in personal liability.
Appears in 3 contracts
Samples: Preferred Securities Guarantee Agreement (S.Y. Bancorp Capital Trust II), Preferred Securities Guarantee Agreement (S Y Bancorp Inc), Preferred Securities Guarantee Agreement (Tompkins Financial Corp)
