Rights Powers and Duties of Trustees. (a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the voting trust certificates representing such shares for cancellation, in each case in accordance with the terms of this Agreement, title to all shares of Common Stock deposited hereunder shall be vested in the Trustees, and the Trustees shall have the sole and exclusive right, acting as hereinafter provided, to exercise, in person or by their nominees or proxies, all rights and powers of the Initial Shareholders in respect of all Common Stock deposited with or acquired by the Trustees hereunder, including the right to vote thereon and to take part in or consent to any shareholders' action of any kind whatsoever, whether ordinary or extraordinary, subject to the provisions hereinafter set forth; provided that the Trustees shall exercise all such rights with respect to the Common Stock deposited or acquired hereunder in accordance with the provisions of Subsection 2.4(b) of the AASI. Whenever action is required of the Trustees, such action may be taken at a meeting of the Trustees or by written consents signed by either or both of the Trustees; provided that the Trustees shall act only in accordance with the terms of this Agreement and the AASI. A certificate signed by either of the Trustees shall be conclusive evidence to all persons to any action taken by the Trustees.
Rights Powers and Duties of Trustees. Until the actual delivery to ------------------------------------- the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of such voting trust certificates for cancellation, in each case in accordance with the terms of this Agreement, title to all of the Company's and each Additional Issuer's stock deposited hereunder shall be vested in the Trustees, who shall be deemed the holders of record of such shares for all purposes, and the Trustees shall have the sole and exclusive right, acting as hereinafter provided and subject to such limitations as are set forth herein, to exercise, in person or by their nominees or proxies, all of the rights and powers in respect of all stock deposited hereunder, including the right to vote such stock and to take part in or consent to any corporate or stockholders' action of any kind whatsoever, whether ordinary or extraordinary, subject to the provisions hereinafter set forth. The right to vote shall include the right to vote in connection with the election of directors and other resolution or proposed action of any character whatsoever which may be presented at any meeting or require the consent of stockholders of the Company or any Additional Issuer. It is expressly understood and agreed that the holders of voting trust certificates in their capacities as such shall not have any right, either under said voting trust certificates or under this Agreement, or under any agreement or doctrine or concept of law, express or implied, or otherwise, with respect to any shares held by the Trustees hereunder to vote such shares or to take part in or consent to any corporate action, or to do or perform any other act or thing which the holders of the Company's or any Additional Issuer's common stock of any class are now or may hereafter become entitled to do or perform. No Trustee shall incur any responsibility in his capacity as trustee, individually or otherwise, in voting the shares held hereunder or in any matter or act committed or omitted to be done under or in connection with this Agreement, or for any vote or act committed or omitted to be done by any predecessor or successor Trustee, except for such Trustee's willful malfeasance. The Trustees shall at all times keep, or cause to be kept, complete and accurate records of all stock deposited with them hereunder, the identity, addresses and ownership of the Depositors and Beneficiaries, and all voting trust ce...
Rights Powers and Duties of Trustees. (a) Until the actual delivery to the Holders of stock certificates in exchange for Voting Trust Certificates, and until the surrender of the Voting Trust Certificates for cancellation, title to all the Company's stock deposited hereunder shall be vested in the Trustees, and the Trustees shall have the right, acting as hereinafter provided, to exercise, in person or by their nominees or proxies, all stockholders' rights and powers in respect of all stock deposited hereunder, including the right to vote thereon and to take part in or consent to any corporate or stockholders' action of any kind whatsoever, whether ordinary or extraordinary, to the extent they relate to any of the Approval Actions (as defined below). The Holders, and not the Trustees, will have the right to vote for the election of directors and all other matters submitted for stockholder vote except for the Approval Actions, except that, if an independent Trustee leaves office for any reason (including upon the expiration of his or her term of office as a director) or is required to resign as a director of the Company in accordance with Section 12 hereof due to such Trustee's failure to remain "independent" (as such term is defined in Section 12(a) hereof), the remaining independent Trustee or Trustees will have the right to vote for the election of a successor director, which Trustee or Trustees will take direction from the holders of
Rights Powers and Duties of Trustees
