Trust Action Clause Samples

Trust Action. The Guarantor has all necessary trust power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Guarantor of this Agreement have been duly authorized by all necessary trust action on its part; and this Agreement has been duly and validly executed and delivered by the Guarantor and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

Trust Action. (a) The Liquidating Trustee hereby ------------ approves of and consents to the transfer of the Trust Units pursuant to the Offer in accordance with Section 3.2 of the Trust Agreement and represents that the Board of Trustees, at a meeting duly called and held on November 17, 2000, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the transactions contemplated by this Agreement (collectively, the "Transactions"), are in the ------------- best interests of the Beneficiaries and appropriate for the management, conservation and protection of the Trust Estate, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the Trust Agreement and applicable law) and (iii) resolved to recommend that Beneficiaries desiring to obtain liquidity for all or a portion of their investment accept the Offer and tender Trust Units pursuant to the Offer, and approve and adopt this Agreement and the Transactions. The Liquidating Trustee hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Trustees described in the immediately preceding sentence, and neither the Liquidating Trustee not the Board of Trustees shall withdraw or modify such recommendation in any manner adverse to Purchaser. Notwithstanding the foregoing, in the event that, prior to the time of acceptance for payment of Trust Units pursuant to the Offer, the Liquidating Trustee or the Board of Trustees determines in good faith that it is required to do so by its fiduciary duties under the Trust Agreement and applicable law after having received advice from outside legal counsel, the Board of Trustees or the Liquidating Trustee may withdraw or modify its approval or recommendation of the Offer, but only to terminate this Agreement in accordance with Section 6.01(d)(ii) (and, concurrently with such termination, cause the Liquidating Trustee to enter into an agreement with respect to a Superior Proposal). (b) As promptly as reasonably practicable on the date of commencement of the Offer, the Liquidating Trustee shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, the -------------- recommendation of the Board of Trustees described in Section 2.02(a), and shall disseminate the Schedule 14D-9 to the extent ...

Trust Action. The Trust shall use its best efforts and take all action within its power to cause each Board Designee to be elected or appointed to serve as a member of the Board as promptly as practicable after the date upon which he or she has been so designated. Without limiting the generality of the foregoing, the Trust shall take any of the following actions if required in order to effect the election or appointment of a Board Designee: (i) If there exists a vacancy on the Board, the Trust shall take all necessary action within its power to cause such vacancy to be filled through the appointment of such Board Designee. (ii) If the Board is authorized by law to increase the number of members of the Board without approval of the Shareholders, the Trust shall take all necessary action within its power to increase the size of the Board and cause each newly created trusteeship to be filled by the appointment of a Board Designee. (iii) The Trust shall nominate such Board Designee for election as a member of the Board at the next meeting of the Shareholders at which members of the Board are to be elected and, in connection therewith, shall recommend to the Shareholders the election of such Board Designee and vote in favor of such Board Designee all legally effective proxies received from Shareholders that authorize or direct any Officer or Trustee, as proxy holder, to vote in the election of Trustees for such Board Designee or which grant to any Officer or Trustee the power to exercise his or her discretion in voting in the election of Trustees.

Trust Action. Cabot has taken all necessary action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of Cabot Common Shares equal to the maximum number of Cabot Common Shares at any such time and from time to time issuable hereunder, and all such Cabot Common Shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all Liens created by Cabot and not subject to any preemptive rights.