Deposit of Stock. 1.01. Each Depositor hereby agrees to deposit with the Trustee simultaneously with the execution of this agreement certificates representing the number of shares of common stock of Corporation as set forth after their names below: Shareholder Number of Shares Sheldon B. Lubar 450,000 Marianne Lubar 450,000 David J. Lubar 450,000 Kristine L. Thompson 450,000 Susan L. Solvang 000,000 Joan P. Lubar 450,000 --------- Total Shares: 2,700,000 ========= The Trustee hereby covenants and agrees that he will receive and will hold said stock, and such additional common stock or other securities of the Corporation as may be hereinafter transferred, assigned and set over unto them as hereinafter provided, in trust to be held, used, transferred and disposed of by them for the uses and purposes and upon the terms and conditions set forth herein. 1.02. At the time of deposit by the Depositors of the stock certificates with the Trustee, the Depositors shall sell, assign and transfer to the Trustee, his successors and assigns, by proper endorsement, the full legal title to all such stock and the Trustee and his successor shall thereby have and be vested with all of the rights and powers of the owner and holder of such stock, with full rights and powers of whatever nature necessary to enable the Trustee to exercise the powers vested in him under this agreement. The Trustee shall issue to the Depositors trust certificates ("Trust Certificates") for the stock transferred by them to the Trustee in substantially the form hereto annexed marked "Exhibit A." Such Trust Certificates shall be signed by the Trustee. 1.03. The Trust Certificates issued hereunder shall be transferable only on the books of the Trustee under such regulations as the Trustee may make in writing, and the Trustee may at all times and for all purposes treat the registered owner ("Beneficiary") of each outstanding Trust Certificate as the sole owner thereof. 1.04. In case any Trust Certificate issued under this agreement shall become mutilated, destroyed, stolen or lost, the Trustee shall issue duplicate, which shall be so marked, and the Trustee may, as a condition precedent to the issuance of such duplicate, require the applicant to furnish to them satisfactory evidence of such mutilation, destruction, theft or loss, together with such indemnity as they shall require. 1.05. If any individual shall at any time after the date hereof acquire additional common stock of the Corporation, not subject to the provisions of Article 2 hereof, such individual may at his option, with the consent the Trustee (which may be given or withheld in the absolute discretion of the Trustee), elect to subject such common stock to the provisions of this agreement. Such individual shall then be considered a "Depositor." 1.06. This Trust shall be known as the "Lubar Family Voting Trust."
Appears in 1 contract
Deposit of Stock. 1.01. Each Depositor hereby stockholder of the Company who becomes a party hereto by signing these presents agrees to deposit with the Trustee simultaneously with the execution of this agreement certificates representing the number of shares of common stock of Corporation as set forth after their names below: Shareholder Number of Shares Sheldon B. Lubar 450,000 Marianne Lubar 450,000 David J. Lubar 450,000 Kristine L. Thompson 450,000 Susan L. Solvang 000,000 Joan P. Lubar 450,000 --------- Total Shares: 2,700,000 ========= The Trustee hereby covenants and agrees that he will receive and will hold said stockdeposit, and such additional common stock or other securities of the Corporation as may be hereinafter transferred, assigned and set over unto them as hereinafter provided, in trust cause to be held, used, transferred and disposed of by them for the uses and purposes and upon the terms and conditions set forth herein.
1.02. At the time of deposit by the Depositors of the stock certificates with the Trustee, the Depositors shall sell, assign and transfer to the Trustee, his successors and assigns, by proper endorsement, the full legal title to all such stock and the Trustee and his successor shall thereby have and be vested with all of the rights and powers of the owner and holder of such stock, with full rights and powers of whatever nature necessary to enable the Trustee to exercise the powers vested in him under this agreement. The Trustee shall issue to the Depositors trust certificates ("Trust Certificates") for the stock transferred by them to the Trustee in substantially the form hereto annexed marked "Exhibit A." Such Trust Certificates shall be signed by the Trustee.
1.03. The Trust Certificates issued hereunder shall be transferable only on the books of the Trustee under such regulations as the Trustee may make in writing, and the Trustee may at all times and for all purposes treat the registered owner ("Beneficiary") of each outstanding Trust Certificate as the sole owner thereof.
1.04. In case any Trust Certificate issued under this agreement shall become mutilated, destroyed, stolen or lost, the Trustee shall issue duplicate, which shall be so marked, and the Trustee may, as a condition precedent to the issuance of such duplicate, require the applicant to furnish to them satisfactory evidence of such mutilation, destruction, theft or loss, together with such indemnity as they shall require.
1.05. If any individual shall at any time after the date hereof acquire additional common stock of the Corporation, not subject to the provisions of Article 2 hereof, such individual may at his optiondeposited, with the consent the Trustee (which may Trustees, to be given or withheld in the absolute discretion of the Trustee), elect to subject such common stock held by them pursuant to the provisions of this agreement, the certificate or certificates representing the shares of Class B Common Stock of the Company now or at any time hereafter owned by him or for his benefit, duly endorsed in blank or to the Trustees, or accompanied by proper instruments of assignment and transfer duly executed in blank or to the Trustees, and accompanied by any revenue stamps required for the transfer, which deposit shall continue for a period from the date of this agreement first above written until the 16th day of January, 2001 unless sooner terminated as hereinafter provided, and to accept in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided. Each Depositing Stockholder whose shares of Class B Common Stock of the Company have been deposited under a Voting Trust Agreement dated as of January 17, 1991 (the "1991 Voting Trust Agreement") hereby individually authorizes, instructs and directs (i) the voting trustees under the 1991 Voting Trust Agreement (the "1991 Trustees") and Mercantile Bank of St. Louis N.A., as depositary under the 1991 Voting Trust Agreement, to deliver, on his, her or its behalf, the stock certificates representing those shares to the Trustees, and (ii) the Trustees to re-register those stock certificates in the name of the Trustees, to be held by the Trustees under this agreement. Notwithstanding the foregoing, (i) in the case of each such Depositing Stockholder who is a party to a line of credit agreement with Mercantile Bank of St. Louis N.A. which is secured by a pledge of one or more voting trust certificates issued under the 1991 Voting Trust Agreement (the "1991 Voting Trust Certificates"), delivery to the Trustees, as authorized and directed under the foregoing, shall be effected by delivery to Mercantile Bank of St. Louis N.A., which is the Depositary hereunder and (ii) all issued and outstanding 1991 Voting Trust Certificates issued to Depositing Stockholders shall constitute temporary Voting Trust Certificates for those shares of Class B Common Stock which the Depositing Stockholders had deposited under the 1991 Voting Trust Agreement and have now deposited hereunder until replaced by Voting Trust Certificates to be issued hereunder in substantially the form set forth in Exhibit E; provided, however, that all references to the 1991 Voting Trust Agreement in the 1991 Voting Trust Certificates shall be deemed to refer to this agreement and that the last paragraph of the 1991 Voting Trust Certificates shall be deemed to read like the last paragraph of the Voting Trust Certificates to be issued hereunder. Any other owner of Class B Common Stock in the Company may at any time become a party hereto by depositing the certificate or certificates representing his shares of Class B Common Stock in the Company with the Trustees in like manner to be held by said Trustees under the terms hereof and by accepting in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided, and in consideration of the original deposit of Class B Common Stock by the present Depositing Stockholders the Trustees bind themselves and their successors to accept for deposit and to receive in trust hereunder any additional certificate or certificates of Class B Common Stock owned by any stockholder whomsoever and to hold any certificate so deposited in trust under the terms and conditions of this agreement. Such individual deposit of any additional certificate or certificates of Class B Common Stock of the Company and such acceptance of any Voting Trust Certificate or Certificates by the owner thereof shall then be considered a "Depositorhave the same force and effect as though such owner of Class B Common Stock had in fact subscribed his name to this agreement."
1.06. This Trust shall be known as the "Lubar Family Voting Trust."
Appears in 1 contract
Samples: Voting Trust Agreement (Pulitzer Publishing Co 1995 Voting Trust)
Deposit of Stock. 1.01. Each Depositor hereby stockholder of the Company who becomes a party hereto by signing these presents agrees to deposit with the Trustee simultaneously with the execution of this agreement certificates representing the number of shares of common stock of Corporation as set forth after their names below: Shareholder Number of Shares Sheldon B. Lubar 450,000 Marianne Lubar 450,000 David J. Lubar 450,000 Kristine L. Thompson 450,000 Susan L. Solvang 000,000 Joan P. Lubar 450,000 --------- Total Shares: 2,700,000 ========= The Trustee hereby covenants and agrees that he will receive and will hold said stockdeposit, and such additional common stock or other securities of the Corporation as may be hereinafter transferred, assigned and set over unto them as hereinafter provided, in trust cause to be held, used, transferred and disposed of by them for the uses and purposes and upon the terms and conditions set forth herein.
1.02. At the time of deposit by the Depositors of the stock certificates with the Trustee, the Depositors shall sell, assign and transfer to the Trustee, his successors and assigns, by proper endorsement, the full legal title to all such stock and the Trustee and his successor shall thereby have and be vested with all of the rights and powers of the owner and holder of such stock, with full rights and powers of whatever nature necessary to enable the Trustee to exercise the powers vested in him under this agreement. The Trustee shall issue to the Depositors trust certificates ("Trust Certificates") for the stock transferred by them to the Trustee in substantially the form hereto annexed marked "Exhibit A." Such Trust Certificates shall be signed by the Trustee.
1.03. The Trust Certificates issued hereunder shall be transferable only on the books of the Trustee under such regulations as the Trustee may make in writing, and the Trustee may at all times and for all purposes treat the registered owner ("Beneficiary") of each outstanding Trust Certificate as the sole owner thereof.
1.04. In case any Trust Certificate issued under this agreement shall become mutilated, destroyed, stolen or lost, the Trustee shall issue duplicate, which shall be so marked, and the Trustee may, as a condition precedent to the issuance of such duplicate, require the applicant to furnish to them satisfactory evidence of such mutilation, destruction, theft or loss, together with such indemnity as they shall require.
1.05. If any individual shall at any time after the date hereof acquire additional common stock of the Corporation, not subject to the provisions of Article 2 hereof, such individual may at his optiondeposited, with the consent the Trustee (which may Trustees, to be given or withheld in the absolute discretion of the Trustee), elect to subject such common stock held by them pursuant to the provisions of this agreement, the certificate or certificates representing the shares of Class B Common Stock of the Company now or at any time hereafter owned by him or for his benefit, duly endorsed in blank or to the Trustees, or accompanied by proper instruments of assignment and transfer duly executed in blank or to the Trustees, and accompanied by any revenue stamps required for the transfer, which deposit shall continue for a period from the date of this agreement first above written until the 18th day of March, 2009 unless sooner terminated as hereinafter provided, and to accept in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided. Any other owner of Class B Common Stock in the Company may at any time become a party hereto by depositing the certificate or certificates representing his shares of Class B Common Stock in the Company with the Trustees in like manner to be held by said Trustees under the terms hereof and by accepting in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided, and in consideration of the original deposit of Class B Common Stock by the present Depositing Stockholders the Trustees bind themselves and their successors to accept for deposit and to receive in trust hereunder any additional certificate or certificates of Class B Common Stock owned by any stockholder whomsoever and to hold any certificate so deposited in trust under the terms and conditions of this agreement. Such individual deposit of any additional certificate or certificates of Class B Common Stock of the Company and such acceptance of any Voting Trust Certificate or Certificates by the owner thereof shall then be considered a "Depositor."
1.06have the same force and effect as though such owner of Class B Common Stock had in fact subscribed his name to this agreement. This Trust shall be known as the "Lubar Family Voting Trust."WITHDRAWAL OF STOCK
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Deposit of Stock. 1.01. Each Depositor hereby stockholder of the Company who becomes a party hereto by signing these presents agrees to deposit with the Trustee simultaneously with the execution of this agreement certificates representing the number of shares of common stock of Corporation as set forth after their names below: Shareholder Number of Shares Sheldon B. Lubar 450,000 Marianne Lubar 450,000 David J. Lubar 450,000 Kristine L. Thompson 450,000 Susan L. Solvang 000,000 Joan P. Lubar 450,000 --------- Total Shares: 2,700,000 ========= The Trustee hereby covenants and agrees that he will receive and will hold said stockdeposit, and such additional common stock or other securities of the Corporation as may be hereinafter transferred, assigned and set over unto them as hereinafter provided, in trust cause to be held, used, transferred and disposed of by them for the uses and purposes and upon the terms and conditions set forth herein.
1.02. At the time of deposit by the Depositors of the stock certificates with the Trustee, the Depositors shall sell, assign and transfer to the Trustee, his successors and assigns, by proper endorsement, the full legal title to all such stock and the Trustee and his successor shall thereby have and be vested with all of the rights and powers of the owner and holder of such stock, with full rights and powers of whatever nature necessary to enable the Trustee to exercise the powers vested in him under this agreement. The Trustee shall issue to the Depositors trust certificates ("Trust Certificates") for the stock transferred by them to the Trustee in substantially the form hereto annexed marked "Exhibit A." Such Trust Certificates shall be signed by the Trustee.
1.03. The Trust Certificates issued hereunder shall be transferable only on the books of the Trustee under such regulations as the Trustee may make in writing, and the Trustee may at all times and for all purposes treat the registered owner ("Beneficiary") of each outstanding Trust Certificate as the sole owner thereof.
1.04. In case any Trust Certificate issued under this agreement shall become mutilated, destroyed, stolen or lost, the Trustee shall issue duplicate, which shall be so marked, and the Trustee may, as a condition precedent to the issuance of such duplicate, require the applicant to furnish to them satisfactory evidence of such mutilation, destruction, theft or loss, together with such indemnity as they shall require.
1.05. If any individual shall at any time after the date hereof acquire additional common stock of the Corporation, not subject to the provisions of Article 2 hereof, such individual may at his optiondeposited, with the consent the Trustee (which may Trustees, to be given or withheld in the absolute discretion of the Trustee), elect to subject such common stock held by them pursuant to the provisions of this agreement, the certificate or certificates representing the shares of Class B Common Stock of the Company now or at any time hereafter owned by him or for his benefit, duly endorsed in blank or to the Trustees, or accompanied by proper instruments of assignment and transfer duly executed in blank or to the Trustees, and accompanied by any revenue stamps required for the transfer, which deposit shall continue for a period from the date of this agreement first above written until the 18th day of March, 2009 unless sooner terminated as hereinafter provided, and to accept in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided. Any other owner of Class B Common Stock in the Company may at any time become a party hereto by depositing the certificate or certificates representing his shares of Class B Common Stock in the Company with the Trustees in like manner to be held by said Trustees under the terms hereof and by accepting in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided, and in consideration of the original deposit of Class B Common Stock by the present Depositing Stockholders the Trustees bind themselves and their successors to accept for deposit and to receive in trust hereunder any additional certificate or certificates of Class B Common Stock owned by any stockholder whomsoever and to hold any certificate so deposited in trust under the terms and conditions of this agreement. Such individual deposit of any additional certificate or certificates of Class B Common Stock of the Company and such acceptance of any Voting Trust Certificate or Certificates by the owner thereof shall then be considered a "Depositorhave the same force and effect as though such owner of Class B Common Stock had in fact subscribed his name to this agreement."
1.06. This Trust shall be known as the "Lubar Family Voting Trust."
Appears in 1 contract
Samples: Voting Trust Agreement (Pulitzer Inc Voting Tr Under Agreement Dated March 18 1999)
Deposit of Stock. 1.01. Each Depositor hereby agrees to deposit with the Trustee simultaneously with the (a) Upon execution of this agreement certificates Agreement, the Beneficiary shall deliver to the Trustee the stock certificate(s) representing his Stock, if any (the number of shares of common stock of Corporation as set forth after their names below: Shareholder Number of Shares Sheldon B. Lubar 450,000 Marianne Lubar 450,000 David J. Lubar 450,000 Kristine L. Thompson 450,000 Susan L. Solvang 000,000 Joan P. Lubar 450,000 --------- Total Shares: 2,700,000 ========= The Trustee hereby covenants and agrees that he will receive and will hold said stock, and such additional common stock or other securities of the Corporation as may be hereinafter transferred, assigned and set over unto them as hereinafter provided, in trust to be held, used, transferred and disposed of by them for the uses and purposes and upon the terms and conditions set forth herein“Certificate”).
1.02(b) Upon receiving the Certificate, the Trustee shall deliver it to the Depositary. At Upon the time written request of deposit by the Depositors of the stock certificates with the Trustee, the Depositors shall sell, assign Certificate will be cancelled and transfer to the Trustee, his successors and assigns, by proper endorsement, the full legal title to all such stock and the Trustee and his successor shall thereby have and be vested with all of the rights and powers of the owner and holder of such stock, with full rights and powers of whatever nature necessary to enable the Trustee to exercise the powers vested in him under this agreement. The Trustee shall issue to the Depositors trust certificates ("Trust Certificates") for the stock transferred by them reissued to the Trustee in the name of the Beneficiary with a legend in substantially the form hereto annexed marked "Exhibit A." Such Trust Certificates shall following form: THIS CERTIFICATE IS HELD SUBJECT TO A VOTING TRUST AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND IS OPEN TO INSPECTION BY THE HOLDER OF RECORD OF THIS CERTIFICATE AT ANY REASONABLE TIME. THE SALE, ENCUMBERING OR OTHER DISPOSITION OF THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF THE ABOVE-DESCRIBED VOTING TRUST AGREEMENT.
(c) Despite any changes in the Trustee, the Certificate may be signed endorsed and transferred by any successor Trustee with the same effect as if endorsed and transferred by the Trustee who has ceased to act. The Trustee is authorized and empowered to cause any further transfer of the Stock to be made that may be necessary because of any change of persons holding the office of Trustee.
1.03(d) The Trustee shall have no authority to sell or otherwise dispose or encumber the Stock deposited pursuant to the terms of this Agreement.
(e) The Beneficiary is entitled to sell any or all of the Stock upon written notice to the Depository. The Upon the sale of the Stock by the Beneficiary other than a sale to or among the Beneficiary’s spouse, parents, siblings or lineal descendants (“Family Group”), or any trust for the benefit of the Beneficiary’s Family Group, the Voting Trust Certificates issued hereunder will terminate with respect to the stock that has been sold and a stock certificate for the stock that has been sold shall be transferable only on reissued without the books legend in Section 3(b) above in accordance with Section 8 of this Agreement. Any Stock remaining unsold shall continue to be subject to this Agreement.
(f) Immediately following the receipt of the Trustee under such regulations as the Trustee may make in writing, and the Trustee may at all times and for all purposes treat the registered owner ("Beneficiary") of each outstanding Trust Certificate as the sole owner thereof.
1.04. In case any Trust Certificate issued under this agreement shall become mutilated, destroyed, stolen or lostpursuant to Section 3(b), the Trustee shall issue duplicate, which shall be so marked, and hold the Trustee may, as a condition precedent to the issuance of such duplicate, require the applicant to furnish to them satisfactory evidence of such mutilation, destruction, theft or loss, together with such indemnity as they shall require.
1.05. If any individual shall at any time after the date hereof acquire additional common stock of the Corporation, not Certificate subject to the provisions of Article 2 hereof, such individual may at his option, with the consent the Trustee (which may be given or withheld in the absolute discretion of the Trustee), elect to subject such common stock to the provisions terms of this agreement. Such individual shall then be considered a "Depositor."
1.06. This Trust shall be known as the "Lubar Family Voting Trust."Agreement
Appears in 1 contract
Samples: Voting Trust Agreement (Turkey Vulture Fund Xiii LTD)