OWNERSHIP AND TRANSFER OF VOTING TRUST CERTIFICATES. 7 4.1 Certificate Book..................................................................................7 4.2
OWNERSHIP AND TRANSFER OF VOTING TRUST CERTIFICATES Sample Clauses
Related to OWNERSHIP AND TRANSFER OF VOTING TRUST CERTIFICATES
Trust Certificates and Transfer of Interests Section 3.01 [Reserved].
Voting Trust Certificates The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________
Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.
Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14
Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.
Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.
Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.
The Trust Certificates The Trust Certificates shall be issued in minimum denominations of $100,000 and integral multiples thereof; provided, however, that one Trust Certificate may be issued in such denomination as required to include any residual amount. The Trust Certificates shall be executed by the Owner Trustee on behalf of the Issuer by manual or facsimile signature (which signature may be a scanned electronic version) of an authorized officer of the Owner Trustee and shall have deemed to have been validly issued when so executed and authenticated (as set forth in Section 3.03 below). Trust Certificates bearing the manual or facsimile signatures (which signature may be a scanned electronic version) of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee, shall be validly issued and binding obligations of the Issuer and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.
Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.
