VOTING COMPANY STOCK. The Trustee will vote all Company Stock held by it at such time and in such manner as the Trustee, at the direction of the Administrator, subject to the following:
VOTING COMPANY STOCK. The Trustee shall vote all Company Stock held by it as part of the Plan assets. Provided, however, that if any agreement entered into by the Trust provides for voting of any shares of Company Stock pledged as security for any obligation of the Plan, then such shares of Company Stock shall be voted in accordance with such agreement. The Trustee shall not vote Company Stock which a Participant or Beneficiary, pursuant to this Section, fails to exercise.
VOTING COMPANY STOCK. Except as otherwise provided in this Section D, all Company Stock held by the Trust shall be voted by the Trustee. Notwithstanding the foregoing, Participants and/or Beneficiaries shall be entitled to direct the voting of any voting shares of Company Stock allocated to their Company Stork Accounts (the "Directed Shares") with respect to any vote required for the approval or conforming disapproval of any corporate merger or consolidation, recapitalization, reclassifications, liquidation, dissolution, sale of substantially all the assets of a trade or business, or other similar transactions prescribed by regulation. Any unallocated shares held by the Trust and any Directed Shares for which the Trustee has not received instructions shall be voted by the Trustee."
VOTING COMPANY STOCK. (1) In accordance with the requirements of ERISA, the Trustee shall (i) with respect to shares held in Old ESOP Voting Shares Contributions Account, New ESOP Voting Shares Contributions Account and KSOP Voting Shares Contributions Account (as defined in the Plan), vote or exercise voting or other rights appurtenant thereto, solely in accordance with the provisions of Section 5.3 of the Plan; and (ii) with respect to shares held in Old ESOP Non-Voting Shares Contributions Account, New ESOP Non-Voting Shares Contributions Account and KSOP Non-Voting Shares Contributions Account, vote or exercise voting or other rights appurtenant thereto, solely in accordance with the provisions of Section 5.4 of the Plan.
VOTING COMPANY STOCK. 53 16.10 Tender Offers for Company Stock.................................. 53 16.11 Registration and Disclosure for Company Stock.................... 54 17 TRUST ADMINISTRATION................................................... 55 -------------------- 17.1 Trustee to Construe Trust........................................ 55 17.2 Trustee To Act As Owner of Trust Assets.......................... 55
VOTING COMPANY STOCK. Each Participant and Beneficiary shall have the authority to direct the exercise of voting rights as to whole shares of Company Stock held for the benefit of the Participant or Beneficiary as of the record date for The Timken Company's Annual Shareholder Meeting. Prior to such voting, each Participant and Beneficiary shall be furnished with The Timken Company's Annual Report, Notice of Annual Meeting, Proxy Statement, other relevant shareholder information and a Proxy Card to complete to confidentially instruct the Trustee to vote such shares in the manner indicated by the Participant or Beneficiary. Upon receipt of such instructions, the Trustee shall act with respect to such shares as instructed. The Committee shall instruct the Trustee with respect to how to vote any shares for which instructions are not received from Participants or Beneficiaries.
VOTING COMPANY STOCK. 4 4.4 Nominees.................................................. 4 4.5
VOTING COMPANY STOCK. (a) Before each annual or special meeting of the stockholders of The Coastal Corporation, the Trustee shall utilize its best efforts to timely distribute or cause to be distributed to each Participant other than Participants who have terminated employment with the Company, related employers and subsidiaries and whose adjusted balance consists only of forfeitable amounts attributable to matching contributions (or, in the event of the death of a Participant, his Beneficiary) a copy of the proxy solicitation material for such meeting, and request written instructions from the Participants as to the voting of the Coastal common stock, Coastal Series B $1.83 convertible preferred stock and Coastal Class A common Stock credited to their accounts. Such instructions shall be on a confidential basis. The Trustee shall exercise the voting rights on stock credited to accounts of Participants in accordance with instruction of such Participants. The Trustee shall exercise its discretion as to the voting rights on stock credited to accounts of participants from whom the Trustee does not receive instructions. The Trustee shall exercise the voting rights on any other stock in its discretion.
VOTING COMPANY STOCK. 9 4.4 Tender Offer for Company Stock............................................ 10 4.5 Documents, Instruments and Facilities..................................... 13 ARTICLE 5 Duties and Obligations of the Trustee.............................................. 13 5.1 Scope of Duties and Obligations........................................... 13 5.2 General Duties and Obligations............................................ 13 5.3 Valuation................................................................. 14 5.4 Records................................................................... 14 5.5 Reports................................................................... 15 5.6 Instructions.............................................................. 15 5.7 Hiring of Agents and Related Expenses..................................... 16 ARTICLE 6 Compensation, Rights and Indemnities of the Trustee................................ 16 6.1
VOTING COMPANY STOCK. All voting rights on shares of Company Stock held by the Trust shall be exercised by the Trustee in accordance with the following provisions of this Section 4.3:
