Common use of Trustee Duties Clause in Contracts

Trustee Duties. (a) During the term of the Trust (the “Trust Term”), the Trustee shall safeguard, preserve and protect the Company Shares in accordance with this Agreement, and the Trustee shall not sell, transfer or otherwise dispose of the Company Shares or any interest therein, and shall maintain the Company Shares free and clear of all Liens. (b) The Trustee shall have no discretionary authority hereunder, including voting or disposition of the Company Shares held by the Trust, other than as provided herein, and shall exercise no control over the Company’s management or policies. MSF irrevocably has appointed ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ A., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ M. and ▇▇▇▇ Brillenbourg C. to act as the exclusive agents, powers of attorney and representatives for and on behalf of MSF and the MSF shareholders in connection with this Trust Agreement (the “MSF Representatives”). The MSF Representatives, or if for any reason there are less than two MSF Representatives, the remaining MSF Representative, or any two of them, may take any action, which MSF is required or permitted to take hereunder, and hold an irrevocable proxy, coupled with an interest, to vote any and all Company Shares at any time after delivery of all Company Shares to the Trust and before the Distribution. Upon and following the Distribution, in the event of any vote or action by Company shareholders at a meeting or otherwise, the Trustee shall vote all Retained Shares, which are entitled to vote on any matter, pro rata in accordance with the votes of the other holders of Class A Stock and Class B Stock, as applicable. (c) The Trustee shall have no management duties or obligations to manage (other than as specifically provided in this Section 3) the Company Shares or make the Company Shares productive of income or otherwise.

Trustee Duties. (a) During the term of the Trust (the “Trust Term”), the Trustee shall safeguard, preserve and protect the Company Shares in accordance with this Agreement, and the Trustee shall not sell, transfer or otherwise dispose of the Company Shares or any interest therein, and shall maintain the Company Shares free and clear of all Liens. (b) The Trustee shall have no discretionary authority hereunder, including voting or disposition of the Company Shares held by the Trust, other than as provided herein, and shall exercise no control over the Company’s management or policies. MSF irrevocably has appointed ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ A., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ M. ▇. and ▇▇▇▇ Brillenbourg ▇▇▇▇▇▇▇▇▇▇▇▇ C. to act as the exclusive agents, powers of attorney and representatives for and on behalf of MSF and the MSF shareholders in connection with this Trust Agreement (the “MSF Representatives”). The MSF Representatives, or if for any reason there are less than two MSF Representatives, the remaining MSF Representative, or any two of them, may take any action, which MSF is required or permitted to take hereunder, and hold an irrevocable proxy, coupled with an interest, to vote any and all Company Shares at any time after delivery of all Company Shares to the Trust and before the Distribution. Upon and following the Distribution, in the event of any vote or action by Company shareholders at a meeting or otherwise, the Trustee shall vote all Retained Shares, which are entitled to vote on any matter, pro rata in accordance with the votes of the other holders of Class A Stock and Class B Stock, as applicable. (c) The Trustee shall have no management duties or obligations to manage (other than as specifically provided in this Section 3) the Company Shares or make the Company Shares productive of income or otherwise.