Division of Trust into Voting Trust Shares on Death of Shareholder Sample Clauses

Division of Trust into Voting Trust Shares on Death of Shareholder. On the death of SHD, the Trustees shall divide the Voting Trust into separate Voting Trust Shares for beneficiaries named (hereinafter "Named Beneficiaries") in the will or any trust agreement of SHD, including the Shareholder, effecting a testamentary disposition of the Shareholder's Voting Trust Certificates. The Trustees shall create one Voting Trust Share for each such beneficiary and shall hold and administer it as a separate Voting Trust under the terms of this Agreement. It is anticipated at the date of execution of this Agreement that separate Voting Trust Shares will be created for the various Named Beneficiaries under SHD's testamentary plan for distribution of Voting Trust Certificates. The Trustees shall act as Trustees of each Voting Trust Share and shall administer all Voting Trust Shares according to the fiduciary and other standards set forth in this Agreement. In the event of any conflict of interest, the Trustees may continue to act as Trustees of all such Voting Trust Shares without any waiver or consent required from the holders of Voting Trust Certificates and shall not be liable for any advantage or disadvantage conferred or incurred with respect to any of said holders so long as the Trustees exercise their good faith judgment and adhere to the objectives of this Agreement and the standards for fiduciary conduct set forth herein. Nothing contained in this paragraph shall preclude the Trustees from appointing Additional Trustees who shall act as Special Trustees for a Voting Trust Share to serve on a temporary basis in their place and stead to vote the shares or otherwise exercise, in their sole and absolute discretion and without the control or influence of any other Trustee, any power of the Trustees under this Agreement with respect to any particular issue or question that the Trustees in their sole discretion deem necessary or advisable.
Sample 1
AutoNDA by SimpleDocs

Related to Division of Trust into Voting Trust Shares on Death of Shareholder

  • Voting of Trust Shares With respect to any matter put to vote by the holders of Trust shares ("Voting Shares"), the Company will provide "pass-through" voting privileges to owners of Contracts registered with the SEC as long as the 1940 Act requires such privileges in such cases. In cases in which "pass-through" privileges apply, the Company will (i) solicit voting instructions from Contract Owners of SEC-registered Contracts; (ii) vote Voting Shares attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners; and (iii) vote Voting Shares held by it that are not attributable to reserves for SEC-registered Contracts or for which it has not received timely voting instructions in the same proportion as instructions received in a timely fashion from Owners of SEC-registered Contracts. The Company shall be responsible for ensuring that it calculates "pass-through" votes for the Account in a manner consistent with the provisions set forth above and with other Participating Insurance Companies. Neither the Company nor any of its affiliates will in any way recommend action in connection with, or oppose or interfere with, the solicitation of proxies for the Trust shares held for such Contract Owners, except with respect to matters as to which the Company has the right under Rule 6e-2 or 6e-3(T) under the 1940 Act, to vote Voting Shares without regard to voting instructions from Contract Owners.

  • Sale of Trust Shares 1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST's Prospectus.

  • Transfer and Voting of Shares 2.1 Transferee of Shares to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Time, Stockholder shall not direct, cause or permit any Transfer of any of the Shares to be effected unless the proposed transferee(s) agrees to be bound to the terms hereof and executes and delivers to Acquiror a voting agreement and proxy in the exact form of this Agreement prior to the Transfer. The Company agrees that, during the period from the date of this Agreement through the Expiration Time, it will not recognize as valid or otherwise any Transfer or purported Transfer effected in violation of this Agreement.

  • No Rights as Stockholder; No Voting Rights The Employee shall have no rights as a stockholder of the Company with respect to any shares covered by the Options until the exercise of the Options and delivery of the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the shares. Any shares delivered in respect of the Options shall be subject to any Subscription Agreement, which the Company may require the Employee to accept and agree to as a condition of the issuance and delivery of those shares.

  • Capitalization and Voting Rights The authorized capital of the Company consists, or will consist immediately prior to the Closing, of:

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • Rights of Registration and Voting Rights Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Voting and Redemption of Shares The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.