Common use of Issuance of Voting Trust Certificates Clause in Contracts

Issuance of Voting Trust Certificates. (a) Promptly after the deposit of shares by the Shareholders with the Voting Trustee as provided in Section 1 hereof, the Voting Trustee shall issue and deliver to each of the Shareholders voting trust certificates substantially in the form set forth in Exhibit A annexed hereto (each such certificate, a "Voting Trust Certificate"), the terms of which exhibit are herein incorporated by reference, for the shares deposited with and transferred to the Voting Trustee. Each Voting Trust Certificate issued pursuant to the provisions hereof shall be transferable only pursuant to Section 14(a) hereof, and each Shareholder hereby agrees not to otherwise transfer any Voting Trust Certificate held by it. Except as otherwise provided herein, all options, rights of purchase and other powers and privileges, including all registration rights, all economic rights and benefits and all transfer rights, affecting the Voting Trust Stock represented by a Voting Trust Certificate shall attach to such Voting Trust Certificate. (b) The Voting Trustee shall keep a record on its books of the name and address of each holder of a Voting Trust Certificate and the number of shares of Voting Trust Stock beneficially owned by such holder. (c) Should any Voting Trust Certificate be mutilated or be lost, destroyed or stolen, the Voting Trustee may, in its uncontrolled discretion, issue and deliver in exchange therefor and upon cancellation of such mutilated certificate or in lieu of such lost, destroyed or stolen certificate a new Voting Trust Certificate representing the same number of shares, upon production of evidence of such loss, destruction or theft, satisfactory to the Voting Trustee and upon receipt of indemnity satisfactory to it.

Appears in 2 contracts

Samples: Voting Trust Agreement (Goldman Sachs Group Inc), Voting Trust Agreement (Storagenetworks Inc)

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Issuance of Voting Trust Certificates. (a) Promptly after the deposit of shares by the Shareholders with the Voting Trustee as provided in Section 1 hereof, the Voting Trustee shall issue and deliver to each of the Shareholders voting trust certificates substantially in the form set forth in Exhibit A annexed hereto (each such certificate, a "Voting Trust Certificate"), the terms of which exhibit are herein incorporated by reference, for the shares deposited with and transferred to the Voting Trustee. Each Voting Trust Certificate issued pursuant to the provisions hereof shall be transferable only pursuant to Section 14(a) hereof, and each Shareholder hereby agrees not to otherwise transfer any Voting Trust Certificate held by it. Except as otherwise provided herein, all options, rights of purchase and other powers and privileges, including all registration rights, all economic rights and benefits and all transfer rights, affecting the Voting Trust Stock represented by a Voting Trust Certificate shall attach to such Voting Trust Certificate. (b) The Voting Trustee shall keep a record on its books of the name and address of each holder of a Voting Trust Certificate and the number of shares of Voting Trust Stock beneficially owned by such holder. (c) Should any Voting Trust Certificate be mutilated or be lost, destroyed or stolen, the Voting Trustee may, in its uncontrolled discretion, issue and deliver in exchange therefor and upon cancellation of such mutilated certificate or in lieu of such lost, destroyed or stolen certificate a new Voting Trust Certificate representing the same number of shares, upon production of evidence of such loss, destruction or theft, satisfactory to the Voting Trustee and upon receipt of indemnity satisfactory to ithim.

Appears in 1 contract

Samples: Voting Trust Agreement (Goldman Sachs Group Inc)

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Issuance of Voting Trust Certificates. (a) Promptly after Solely for purposes of granting the Voting Trustee the right and power to vote the Shares, the Sellers shall assign and transfer to the Voting Trustee all of the Shares and concurrently with the execution of this Agreement shall deposit of shares by the Shareholders certificates evidencing such Shares with the Voting Trustee as provided in Section 1 hereof, the Voting Trustee shall issue and deliver to each of the Shareholders voting trust certificates substantially in the form set forth in Exhibit A annexed hereto (each such certificate, a "Voting Trust Certificate"), the terms of which exhibit are herein incorporated by reference, for the shares deposited with and transferred to the Voting Trustee. Each Voting Trust Certificate issued pursuant to the provisions hereof shall be transferable only pursuant to Section 14(a) hereof, and each Shareholder hereby agrees not to otherwise transfer any Voting Trust Certificate held by it. Except as otherwise provided herein, all options, rights of purchase and other powers and privileges, including all registration rights, all economic rights and benefits and all transfer rights, affecting the Voting Trust Stock represented by a Voting Trust Certificate shall attach to such Voting Trust Certificate. (b) The Voting Trustee shall keep as soon as practicable (i) cause a record on its books copy of this Agreement to be filed in the registered office of the name and address Company in Delaware, which copy shall be open to shareholders of each holder of a the Company for inspection (ii) cause all such certificates deposited with the Voting Trust Certificate and Trustee to be surrendered to the number of shares of Voting Trust Stock beneficially owned Company for cancellation, (iii) cause all Shares represented by such holdercertificates to be transferred to the Voting Trustee on the Company’s books and records and (iv) shall cause new certificates to be issued in the name of the Voting Trustee (“New Certificates”). (c) Should any The Voting Trustee shall issue to the Sellers a voting trust certificate (the “Voting Trust Certificate”) representing the number of Shares deposited by each and their continuing beneficial ownership of the underlying shares. The Voting Trustee shall cause to be imprinted on the Voting Trust Certificate a legend referring to this Agreement. (d) The Sellers may sell, transfer or dispose of their Voting Trust Certificate provided that the Voting Trustee approves such sale, transfer or disposition and such approval shall not unreasonably be mutilated or be lost, destroyed or stolenwithheld. (e) Upon termination of this Agreement, the Voting Trustee mayshall cause (i) the New Certificates to be surrendered to the Company for cancellation (ii) cause all Shares represented by the New Certificates to be transferred to the Sellers on the Company’s books and records and (iii) cause new stock certificates to be issued in the name of the Sellers. If a portion of the Shares are sold by the Sellers in a transaction approved by the Voting Trustee then the Voting Trustee shall cause the actions set forth in clauses (i), (ii) and (iii) to be taken with respect to the Shares that are sold, except that the new stock certificate shall be issued in its uncontrolled discretionthe name of the buyer of the Shares. (f) Upon termination of the Agreement, issue and deliver in exchange therefor and upon cancellation of such mutilated certificate or in lieu of such lost, destroyed or stolen certificate a new the Sellers shall return the Voting Trust Certificate representing the same number of shares, upon production of evidence of such loss, destruction or theft, satisfactory to the Voting Trustee Trustee, which shall be deemed to be null and void upon receipt of indemnity satisfactory to itsuch exercise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadcaster Inc)

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