Issuance and Ownership of the Special Voting Share Clause Samples

Issuance and Ownership of the Special Voting Share. Marathon has issued to and has deposited with the Trustee a number of Special Voting Shares equal to the number of Exchangeable Shares issued by AcquisitionCo on the date hereof. Marathon shall, on each Marathon Dividend Payment Date, issue and deposit with the Trustee additional Special Voting Shares to reflect adjustments to the Exchange Ratio so that, as of each record date for determining the Marathon Shareholders entitled to vote at a meeting of Marathon Shareholders, the number of Special Voting Shares then held by the Trustee hereunder shall be equal to the Aggregate Equivalent Vote Amount as of such date. Upon the exchange, retraction or redemption of Exchangeable Shares pursuant to and in accordance with the terms thereof, or the acquisition of such shares by Marathon or CallCo, the Trustee shall, if so directed in writing by Marathon, surrender to Marathon a number of Special Voting Shares equal to the number of Beneficiary Votes then allocable to the Exchangeable Shares so exchanged, retracted or redeemed. Any such Special Voting Shares so surrendered may be reissued by Marathon to the Trustee hereunder. Each Special Voting Share issued to and deposited with the Trustee pursuant to the foregoing provisions shall, until surrendered pursuant to the foregoing provisions, be held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Marathon hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the issuances of the Special Voting Shares by Marathon to the Trustee pursuant to this Section 3.1. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Special Voting Shares and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Shares, provided that the Trustee shall: (a) hold the Special Voting Shares and the legal title thereto as trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Shares; and (c) not use or dispose of any of the Special Voting Shares for any purpose o...