Establishment of Voting Trust Sample Clauses

Establishment of Voting Trust. 1.01. The establishment of this Agreement involves the selection of no less than three Voting Trustees with the qualifications set forth in Section 2.01. The Shares of the Corporation shall be delivered to the Voting Trustees by the Shareholder. DSS shall determine that all requirements of this Agreement have been satisfied including the necessary independence and separation of operation, lack of interdependence between the Affiliates on the one hand, and on the other, the Corporation and/or its subsidiaries, and the financial self-reliance and business viability of the Corporation.

Establishment of Voting Trust. Shareholder and the Voting Trustees hereby establish and constitute this voting trust (the "Voting Trust") with respect to the Shares of Common Stock of Windsor to be sold and transferred pursuant to the Stock Purchase Agreement (such Shares of Common Stock of Windsor hereinafter are referred to collectively as the "Trust Shares"). The Voting Trust shall be administered on the terms set forth in this Agreement. The Voting Trust may be referred to as "The Windsor Art, Inc. Voting Trust No. 1" without reference to the date of this Agreement.

Establishment of Voting Trust. Shareholder and the Voting Trustee hereby establish and constitute this voting trust (the "Voting Trust") with respect to the Shares to be sold and transferred pursuant to the Securities Purchase Agreement and the Warrant (such Shares hereinafter are referred to collectively as the "Trust Shares"). The Voting Trust shall be administered on the terms set forth in this Agreement. The Voting Trust may be referred to as "The Bentley International, Inc. Voting Trust No. 1" without reference to the date of this Agreement.

Establishment of Voting Trust. The Shares issued pursuant to Section 2.3 shall be subject to a Voting Trust Agreement (the "Trust") wherein Xxxxxxx X. Xxxxx shall be appointed the sole trustee who shall hold complete voting control over the Shares until such Voting Trust shall be terminated. Such Trust shall be attached to this Agreement as Exhibit 5.1.

Establishment of Voting Trust. The Shareholder and SHD deem it to be to the Shareholder's and SHD's advantage and in the best interests of the Company to establish arrangements to ensure continuity and stability of Company policies and prudent and competent management of the Company's business. In consideration of said premises and of the covenants contained herein, the Shareholder and SHD establish this Voting Trust as of the Effective Date upon the terms and conditions stated herein. The Voting Trust shall be formally known as the "Durwood Voting Trust" after the xxxxxxion of this amendment.

Establishment of Voting Trust. Concurrently with execution of this Agreement, the Trustees and each of the Initial Shareholders have entered into a voting trust agreement in substantially the form of EXHIBIT A attached hereto (the "Voting Trust Agreement"). Pursuant to the terms of the Voting Trust Agreement, the Initial Shareholders have deposited, and have caused all of their respective Affiliates to deposit, all shares of Common Stock beneficially owned or held of record by them and their Affiliates into a trust (the "Voting Trust") and have received in exchange a certificate or certificates representing their respective beneficial interests in their respective proportionate interest of the shares of Common Stock held by the Voting Trust (each, a "Voting Trust Certificate"). The Initial Shareholders hereby further agree to immediately deposit and to cause all of their Affiliates to deposit any and all shares of Common Stock or other equity interest in the Company hereafter acquired by them or their Affiliates into such Voting Trust, whereby they shall receive in exchange a Voting Trust Certificate or Certificates representing their respective beneficial interests in the shares of Common Stock or other equity interest so acquired.

Establishment of Voting Trust. (a) Concurrent with the execution of this Agreement, Iomai will prepare and deliver to the Voting Trustee stock certificates to evidence that the outstanding Shares are duly authorized and validly issued, fully paid, nonassessable and held of record on the books and stock ledger of Iomai and shall do all things necessary or prudent for the transfer of the Shares to the Voting Trustee (collectively, the “Initial Shares”) and for the establishment of the voting trust described in this Agreement (the “Voting Trust”), all for the exclusive economic benefit of WRAIR. (b) For so long as this Agreement remains in effect as contemplated herein and under the Development Plan, Iomai agrees to prepare and deliver to the Voting Trustee stock certificates to evidence all additional shares of capital stock issued (the “Additional Shares” and together with the Initial Shares, the “Trust Shares”) to be transferred and held in trust for the exclusive economic benefit of WRAIR immediately upon becoming the record or beneficial owner thereof, duly endorsed for transfer or accompanied by duly executed instruments of transfer. Any reference to the Trust Shares shall be to the shares of Common Stock of Iomai then held of record by the Voting Trustee. (c) Except as otherwise contemplated under the letter agreement set forth as Exhibit C-3 to the Development Plan (the “Side Letter”) and the Note, in the event that WRAIR elects to or otherwise sells or transfers any of the Trust Shares to any Person (as defined below) other than Iomai or its Affiliates (as defined below) (a Third Party”), then, upon the closing of such transaction, the Trust Shares so transferred shall be released from the provisions of this Agreement. All costs and expenses of the Voting Trustee for actions taken or duties assumed as Voting Trustee, which the Voting Trustee is required to take or effect pursuant to this Agreement or the Development Plan (including, without limitation, Registration Expenses, as defined in the Registration Rights Agreement set forth as Exhibit C-6 to the Development Plan, incurred by the Voting Trustee, reasonable fees and disbursements of counsel for the Voting Trustee and any other activities pursuant to this Agreement or the Development Plan, including the escrow arrangements herein) shall be paid by Iomai, as provided and limited by Section 5.1(d). For purposes of this Agreement (i) the term “Person” means any individual, partnership (whether general or limited), limited liabil...

Establishment of Voting Trust. 1.1. A voting trust is hereby deemed established pursuant to the terms of the Agreement and in accordance with Section 706(b) of the California Corporation Code. 1.2. Each of Xxxxx Xx and Xxxxx Xxx, the only Foreign Persons, within the meaning of 31 C.F.R. (S) 800.213, serving as officers and/or directors of the Corporation, have tendered their resignations from such positions with the Corporation which resignations will become effective upon the establishment of this voting trust.

Establishment of Voting Trust. 10 2.2 Restrictions on Transfer of Voting Trust Certificates ........ 10 2.3 Withdrawal from Trust ........................................ 10 2.4 Trustees ..................................................... 11 2.5

Establishment of Voting Trust. The purpose of this Agreement is to create the Voting Trust for the benefit of the Voting Trust Beneficiaries, as herein provided. The Voting Trustee will hold the Deposited Shares to enable the Voting Trustee to exercise the Voting Rights, hold the Insolvency Exchange Right and Automatic Exchange Rights and enable the Voting Trustee to exercise such rights, in each case as trustee for and on behalf of the Voting Trust Beneficiaries as provided in this Agreement.