No Conflict of Interest. The Trustee represents to Acquiror and ExchangeCo that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee hereunder.
Appears in 4 contracts
Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (Gran Tierra Energy, Inc.)
No Conflict of Interest. The Trustee represents to Acquiror RG and ExchangeCo Canco that at the date of execution and delivery of this Agreement agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 3 contracts
Samples: Voting and Exchange Trust Agreement (Royal Gold Inc), Arrangement Agreement (Royal Gold Inc), Arrangement Agreement (International Royalty Corp)
No Conflict of Interest. The Trustee represents to Acquiror LoJack and ExchangeCo LoJack Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2section 7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 7.2, any interested party may apply to the Superior Court of Quebec for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 2 contracts
Samples: Combination Agreement (Lojack Corp), Voting and Exchange Trust Agreement (Lojack Corp)
No Conflict of Interest. The Trustee represents to Acquiror Holdings and ExchangeCo the Partnership that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.27.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.27.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 2 contracts
Samples: Voting Trust Agreement (New Red Canada Partnership), Voting Agreement (Burger King Worldwide, Inc.)
No Conflict of Interest. The Trustee represents to Acquiror Coors and ExchangeCo Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2section 7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 7.2, any interested party may apply to the Superior Court of Quebec for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
No Conflict of Interest. The Trustee represents to Acquiror Parent and ExchangeCo that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Supreme Court of British Columbia for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 2 contracts
Samples: Voting and Exchange Trust Agreement (Keewatin Windpower Corp.), Share Exchange Agreement (Keewatin Windpower Corp.)
No Conflict of Interest. The Trustee represents to Acquiror and ExchangeCo the Corporation that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court a court of competent jurisdiction for an order that the Trustee be replaced as trustee hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Surge Global Energy, Inc.), Voting and Exchange Trust Agreement (Surge Global Energy, Inc.)
No Conflict of Interest. The Trustee represents to Acquiror Parent and ExchangeCo that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Supreme Court of British Columbia for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 2 contracts
Samples: Form of Voting and Exchange Trust Agreement (Counterpath Solutions, Inc.), Arrangement Agreement (Counterpath Solutions, Inc.)
No Conflict of Interest. The Trustee represents to Acquiror Redback and ExchangeCo Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 30 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9Section 7.0. If, notwithstanding the foregoing provisions of this Section 6.24.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.24.2, any interested party may apply to the Supreme Court of British Columbia for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror Apple and ExchangeCo AOI that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shallwill, within 90 days after it becomes aware that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910 hereof. If, notwithstanding the foregoing provisions of this Section 6.2section 7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall will not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 7.2, any interested party may apply to the Court a court of competent jurisdiction for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Agreement (Apple Orthodontix Inc)
No Conflict of Interest. The Trustee represents to Acquiror Shire and ExchangeCo that at the date of execution and delivery of this Agreement trust agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement trust agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror Parent and ExchangeCo Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2section 7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 7.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Solectron Corp)
No Conflict of Interest. The Trustee represents to Acquiror RG and ExchangeCo Canco that at the date of execution and delivery of this Agreement agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any 115 Table of Contents interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror Newmont and ExchangeCo Acquisitionco that at the date of execution and delivery of this Agreement agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2(S)7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2(S)7.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.. 106
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror Holdings and ExchangeCo the Partnership that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Voting Trust Agreement (Restaurant Brands International Limited Partnership)
No Conflict of Interest. The Trustee represents to Acquiror and ExchangeCo Canco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror Abgenix and ExchangeCo the Company that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 ninety (90) days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.27.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.27.2, any interested party may apply to the BC Court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Trust Agreement (Abgenix Inc)
No Conflict of Interest. The Trustee represents to Acquiror the Trust and ExchangeCo AcquisitionCo that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court of Queen's Bench of Alberta for an order that the Trustee be replaced as trustee Trustee hereunder.,
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Enterra Energy Trust)
No Conflict of Interest. The Trustee represents to Acquiror Parent and ExchangeCo Company that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 30 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2section 7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 7.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror AMVESCAP and ExchangeCo Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 911. If, notwithstanding the foregoing provisions of this Section 6.28.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.28.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Amvescap PLC/London/)
No Conflict of Interest. The Trustee represents to Acquiror Acquirer and ExchangeCo Canco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court of Queen's Bench of Alberta for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Canwest Petroleum Corp)
No Conflict of Interest. The Trustee represents to Acquiror Coeur and ExchangeCo Acquisitionco that at the date of execution and delivery of this Agreement agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.27.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.27.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror Vivendi, and ExchangeCo Vivendi Universal Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 98. If, 12 notwithstanding the foregoing provisions of this Section 6.2section 5.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 5.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Exchange Trust Agreement (Vivendi)
No Conflict of Interest. The Trustee represents to Acquiror ParentCo and ExchangeCo LuxCo that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2section 7.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 7.2, any interested party may apply to the Court an applicable court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Mymetics Corp)
No Conflict of Interest. The Trustee represents to Acquiror Shire and ExchangeCo that at the date of execution and delivery of this Agreement trust agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 ninety (90) days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement trust agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror and ExchangeCo Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, 6.2 any interested party may apply to the Court for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Magnum Hunter Resources Corp)
No Conflict of Interest. The Trustee represents to Acquiror Vivendi, and ExchangeCo Vivendi Universal Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 98. If, notwithstanding the foregoing provisions of this Section 6.2section 5.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 5.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Agreement (Vivendi Universal)
No Conflict of Interest. The Trustee represents to Acquiror Holdings and ExchangeCo THC that at the date of execution and delivery of this Agreement trust agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 98. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement trust agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror Vivendi, and ExchangeCo Vivendi Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 98. If, notwithstanding the foregoing provisions of this Section 6.2section 5.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2section 5.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Trust Agreement (Seagram Co LTD)
No Conflict of Interest. The Trustee represents to Acquiror LCE and ExchangeCo the Corporation that at the date of execution and delivery of this Agreement agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.27.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.27.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Loews Cineplex Entertainment Corp)
No Conflict of Interest. The Trustee represents to Acquiror Polar and ExchangeCo New Polar that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 97. If, notwithstanding the foregoing provisions of this Section 6.24.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.24.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
No Conflict of Interest. The Trustee represents to Acquiror and ExchangeCo each other party hereto that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 30 days after it becomes aware that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910 hereof. If, notwithstanding the foregoing provisions of this Section 6.27.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.27.2, any interested party may apply to the Court applicable court for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Transaction Systems Architects Inc)
No Conflict of Interest. The Trustee represents to Acquiror Spectra Energy and ExchangeCo Exchangeco that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
Samples: Spectra Energy Voting and Exchange Trust Agreement (Spectra Energy Corp.)
No Conflict of Interest. The Trustee represents to Acquiror Newmont and ExchangeCo New Exchangeco that at the date of execution and delivery of this Agreement agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.27.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.27.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
Samples: Voting and Exchange Trust Agreement (Newmont Mining Corp /De/)
No Conflict of Interest. The Trustee represents to RTO Acquiror and ExchangeCo Canco that at the date of execution and delivery of this Agreement agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 30 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Trustee be replaced as trustee Trustee hereunder.
Appears in 1 contract
Samples: Arrangement Agreement (Torchlight Energy Resources Inc)
No Conflict of Interest. The Trustee represents to Acquiror FCE and ExchangeCo that at the date of execution and delivery of this Agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 910. If, notwithstanding the foregoing provisions of this Section 6.2, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Court for an order that the Trustee be replaced as trustee hereunder.
Appears in 1 contract
