Concurrently with the Grant, the Trust and Holdco will enter into a management services agreement with the Advisor to provide asset, development and development oversight and operating management services for the Retained Properties, to assist in the sale of such properties, and to provide administrative services to the Trust and the Trust Subsidiaries, on such terms and conditions as may be approved by the Trustees. (a) Pursuant to the Plan, immediately prior to the effective time of the Merger, but before the redemption of the Special Company Partnership Units (as defined in the Merger Agreement) pursuant to Section 3.2 of the Merger Agreement, the Company will distribute to each record owner of outstanding Shares one unit of Beneficial Interest (a ) in the Trust for each Share then held of record by such Stockholder.Following this distribution, each Beneficiary shall have a pro rata undivided beneficial interest in the Holdco Common Units and the other Trust Assets equal to the number of Units held by such Beneficiary divided by the total number of Units held by all Beneficiaries.
Notwithstanding anything to the contrary set forth in this , the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustees a surety bond or other security satisfactory to the Trustees, as they shall deem appropriate, to fully indemnify them as between all conflicting claims or demands. Each Beneficiary shall be entitled to participate in the rights and benefits due to a Beneficiary hereunder according to the Beneficiarys Beneficial Interest.
Each Beneficiary shall take and hold the same subject to all the terms and provisions of this Agreement.
The Trustees shall make continuing efforts to dispose of the Holdco Assets and the Trust Assets, make timely distributions and not unduly prolong the duration of the Trust. Subject to the terms and conditions of this Agreement, the Trustees shall make appropriate efforts to resolve any contingent or unliquidated claims and outstanding contingent Liabilities for which the Trust or any Trust Subsidiary may be responsible, administer and dispose of the Holdco Assets and the Trust Assets as contemplated in the Holdco LLC Agreement and this Agreement, make timely distributions to the members of Holdco and the Beneficiaries, and not unduly prolong the duration of the Trust. All property that is determined to be a part of the Trust Assets shall continue to be collected by the Trustees and held as a part of the Trust. 484), as the same may be further amended, supplemented, or modified, including, but not limited to, any listed stocks or securities, any readily-marketable assets, any operating assets of a going business, any unlisted stock of a single issuer that represents 80% or more of the stock of such issuer, or any general or limited partnership interest, it being understood that the interests in the Trust Subsidiaries do not constitute any such assets.
The Trustees shall hold the Trust Assets without being obligated to provide for or pay any interest thereon to any Beneficiary, except to the extent of such Beneficiarys share of interest actually earned by the Trust after payment of the Trusts liabilities and expenses as provided in . The Trustees shall not retain cash in excess of a reasonable amount to meet expenses and Liabilities of the Trust and the Trust Assets. The Trustees shall pay from the Trust Assets all expenses and Liabilities of the Trust and of the Trust Assets, including, but not limited to, interest, penalties, taxes, assessments, and public charges of any kind or nature and the costs, charges, and expenses connected with or growing out of the execution or administration of the Trust and such other payments and disbursements as are provided in this Agreement or which may be determined to be a proper charge against the Trust Assets by the Trustees. At such times as may be determined in their sole discretion, the Trustees shall cause Holdco to distribute to its members, and upon receipt of the Trusts share of such distribution (as the holder of the Holdco Common Units), the Trustees shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Units held by each Beneficiary on the record date for such distribution as determined by the Trustees in their sole discretion, such cash or other property comprising a portion the Trust Assets as the Trustees may in their sole discretion determine may be distributed. If the Trustees determine that the Liabilities and all other claims, expenses, charges, and obligations of the Trust and the Trust Subsidiaries have been paid or discharged, and all Trust Assets have been liquidated, the Trustees shall, as expeditiously as is consistent with the conservation and protection of the Holdco Assets and the Trust Assets, cause Holdco to distribute to its members the remaining Holdco Assets, if any, and upon receipt of the Trusts share of such distribution (as the holder of the Holdco Common Units), distribute such share to the Beneficiaries in proportion to the number of Units held by each Beneficiary. (a) As soon as practicable after the Grant Date, the Trustees will mail to each Beneficiary a notice indicating how many Units such person beneficially owns and the Trustees addresses and other contact information.
The name and address of the resident agent of the Trust are Corporation Service Company, 7 Saint Paul Street, Baltimore, Maryland 21202. The Trust may have additional offices, including a principal executive office, at such places as the Trustees may from time to time determine or the business of the Trust may require. On the Grant Date, prior to the effective time of the Merger, the Company and the Trust shall execute a Bill of Sale, Assignment, Acceptance and Assumption Agreement conveying the Holdco Common Units to the Trust, a copy of which is attached as reasonable request of the Trustees, execute, acknowledge, and deliver such further instruments and do such further acts as may be necessary or proper to carry out effectively the purposes of this Agreement, to confirm or effectuate the transfer to the Trustees of any property intended to be covered hereby, and to vest in the Trustees and its successors and assigns, the estate, powers, instruments or funds in trust hereunder. (a) The Trust is organized for the sole purpose of liquidating the Retained Properties and, in connection therewith, holding the Holdco Common Units, acting as the managing member of Holdco and causing Holdco and the Holdco Subsidiaries to own, develop, construct, operate, lease-up, finance, administer and realize the value of the Trust Assets and the Holdco Assets for the ultimate purpose of liquidating the Trust Assets and the Holdco Assets and distributing the net proceeds of the Trust Assets and the Holdco Assets to the Beneficiaries, with no objective to continue or engage in the conduct of a trade or business or cause Holdco or any Holdco Subsidiary to continue or engage in the conduct of a trade or business, except as necessary for the orderly liquidation of, and preservation or realization of the value of, the Trust Assets and the Holdco Assets.
(b) In connection with the foregoing, the Trustees will (i) take such actions as they deem necessary or appropriate to carry out the purpose of the Trust and facilitate such ownership, development, construction, operation, lease-up, financing, administration, realization and liquidation of the Trust Assets and the Holdco Assets, (ii) protect, conserve and manage the Trust Assets and the Holdco Assets in accordance with the terms and conditions hereof, and (iii) distribute the net proceeds of the Trust Assets and the Holdco Assets in accordance with the terms and conditions hereof.ARTICLE IV DURATION AND TERMINATION OF THE TRUST 4.1 , or (2) the expiration of a period of three years from the Grant Date.Notwithstanding the foregoing, the Trustees may continue the existence of the Trust beyond the three-year term if the Trustees reasonably determine that an extension is necessary to fulfill the purposes of the Trust, provided that the Trustees have requested and obtained additional no-action assurance from the Division of Corporation Finance of the Securities and Exchange Commission (the .(c) If any conflicting claims or demands are made or asserted with respect to the ownership of any Units, or if there is any disagreement between the transferees, assignees, heirs, representatives or legatees succeeding to all or part of the interest of any Beneficiary resulting in adverse claims or demands being made in connection with such Units, then, in any of such events, the Trustees shall be entitled, at their sole election, to refuse to comply with any such conflicting claims or demands.In so refusing, the Trustees may elect to make no payment or distribution with respect to such Units, or to make such payment to a court of competent jurisdiction or an escrow agent, and in so doing, the Trustees shall not be or become liable to any of such parties for its failure or refusal to comply with any of such conflicting claims or demands or to take any other action with respect thereto, nor shall the Trustees be liable for interest on any funds which it may so withhold.(r) shall mean all the property (real, personal, tangible or intangible) held from time to time by the Trust and administered by the Trustees under this Agreement, which shall consist of the Holdco Common Units and all dividends, distributions, rents, royalties, income, payments and recoveries of claims, proceeds and other receipts of, from, or attributable to such assets, less any of the foregoing utilized by the Trustees to pay expenses of the Trust, satisfy Liabilities of the Trust or to make distributions to the Beneficiaries pursuant to the terms and conditions hereof. The principal office of the Trust in the State of Maryland shall be located at such place as the Trustees may designate.