Trustees Powers and Duties. 1. The Trustee shall use reasonable and prudent care and reasonable and prudent diligence in the exercise of his/her powers and the performance of his/her duties as Trustee.
Trustees Powers and Duties. 10.2.1 Determination of questions: the Trustee as between itself and the Noteholders shall have full power to determine all questions and doubts arising in relation to any of the provisions of this Trust Deed and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the Noteholders;
Trustees Powers and Duties. (a) The Trustee shall have the powers and duties provided in this Section 8.2, subject, prior to a Change in Control, to the direction of the Committee and/or investment managers appointed by the Committee in accordance with Section 8.1(a), provided, however, that in no event may the Trustee invest in (i) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests, (ii) any asset settled or held in safekeeping outside of the United States, or (iii) real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust Corpus shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Participants.
Trustees Powers and Duties. (a) During the term of this Agreement, the Trustee shall have the exclusive right to vote all Shares Beneficially Owned (as defined herein) by a Party on all matters as to which such Party is entitled to vote at a meeting of the shareholders of the Company, or otherwise, or to which such Party is entitled to express consent or dissent to corporate action in writing without a meeting. The Trustee shall give each Party not less than five (5) business days prior written notice of any such vote or right to express consent or dissent. The Trustee shall exercise such voting rights, solely as follows:
Trustees Powers and Duties. 15 - Section 4.1 General Powers. ............................................................................................................- 15 - Section 4.2 Specific Powers and Authorities. ...................................................................................- 15 - Section 4.3 Further Powers of the Trustees.....................................................................................- 18 - Section 4.4 Standard of Care............................................................................................................- 18 - Section 4.5 Reliance Upon Trustees. ................................................................................................- 19 - Section 4.6 Determinations of Trustees Binding..............................................................................- 19 - Section 4.7 Conflict of Interest.........................................................................................................- 19 -
Trustees Powers and Duties. In addition to any powers hereinbefore conferred upon the Trustee, and subject to any rights or uses reserved to the beneficiaries, the Trustee is empowered to take any action desirable for the complete administration of the trust created hereunder, including power to sell, at public or private sale, any real or personal property belonging to the trust, at whatever prices and upon whatever terms the Trustee shall deem advisable; to retain, invest and reinvest the said funds in Government securities, insured bank accounts, publicly traded stocks and securities or other like investments as the Trustee, in his/her sole and absolute discretion, shall deem advisable, and without responsibility for diversification; to Trust Agreement continued purchase and own real property; to mortgage real property owned by the trust; to borrow money or to guarantee loans; and to compromise any claim against or in favor of the trust to the extent deemed advisable by the trustee together with any additional powers provided by law. Upon the termination of the Trust, the Trustee may continue to exercise any of the powers described above as he/she shall deem reasonable and necessary to wind up the affairs of the Trust and to distribute the assets of the Trust to the named beneficiaries. The Trustee herein shall be permitted to qualify and act as such without the giving of a bond for the faithful performance of his/her duties. The Trustee shall provide the Grantors and/or the Internal Revenue Service, if required by law, with an annual statement of account stating all of the income and expenses of the trust, together with all disbursements and distributions made on behalf of the trust Successor Trustee. In the event the Trustee herein is unable to continue to serve in such capacity, whether because of death, disability, resignation or otherwise, Xxxxx Xxxxxxx shall serve as Successor Trustee. If the said Xxxxx Xxxxxxx undertakes the said office of Successor Trustee herein, he/she shall have the same obligations, responsibilities and powers as the original Trustee and shall be bound, in all respects, by all of the terms and conditions of this Trust Agreement.
Trustees Powers and Duties. 6.1. (a) The Trustee warrants and undertakes that the Client Account(s) and Escrow Account(s), except as otherwise required in the exercise of the Trustee's powers and obligations herein will remain free from charge, lien, mortgage or encumbrance and will be used only for holding monies for third parties in trust and will not be used for any other purpose by the Trustee or any affiliated or subsidiary company of the Trustee (save for the subsequent disbursement of funds under the terms of the Deed of Trust).
Trustees Powers and Duties. 7 Section 4.01 Limits on Trustee's Powers................................................7
Trustees Powers and Duties. (a) The Trustee shall have the powers and duties provided in this Section 6, subject, prior to a Change of Control, to the direction of the Company and or Investment Managers appointed by the Company in accordance with Section 5, provided, however, that in no event may the Trustee invest in (i) any asset settled or held in safekeeping outside of the United States, (ii) real estate, or (iii) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Participants.
Trustees Powers and Duties. Trustees powers are subject to specific limitations contained in the Declaration of Trust, and otherwise Trustee’s shall have full control over the assets and affairs of the Trust. · Trustees must disclose all conflicts of interest and a Trustee’s ability to vote on matters where a conflict exists is restricted. · Entering into contracts with a Related Party (as defined in OSC Rule 61-501) is subject to the approval of a majority of the Trustees and not less than a majority of the Independent Trustees, except to give effect to any transaction contemplated in the Combination Agreement or any agreement referred to therein. · Up to four of the nominees as directors of New Fording are to be selected in accordance with the Governance Agreement (one each by Teck, Westshore, SCPII and CONSOL) and the balance are to be nominated by the Governance, Nomination and Compensation Committee of the Trustees. · Trustees shall vote the New Fording Common Shares in favour of these nominees as directors of New Fording, provided that:
