RG Stock Trust Sample Clauses

RG Stock Trust. Pursuant to the Last Will and Testament of Xxx Xxxxxxx dated December 14, 1992, at Article Tenth, all shares of Xxxxxxx Gordman Stores, Inc. and its subsidiaries (now, collectively, Gordmans, Inc.) which were held by Xxx Xxxxxxx were placed into a trust (the “RG Stock Trust”). Initial beneficiaries of the RG Stock Trust were Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx. Xxxxxxx X. Xxxxxxx is the Trustee of the RG Stock Trust and remains Trustee with sole power to vote and cause the sale or other transfer of the stock of the RG Stock Trust pursuant to Article Tenth and Article Sixteenth of the Last Will and Testament of Xxx Xxxxxxx. Current beneficiaries under the RG Stock Trust also include certain children and grandchildren of Xxxxxx X. Xxxxxxx and their trusts.
Sample 1
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RG Stock Trust. Pursuant to the Last Will and Testament of Dan Gordman dated December 14, 1992, at Article Tenth, all shares of Richman Gordman Stores, Inc. and its subsidiaries (now, collectively, Gordmans, Inc.) which were held by Dan Gordman were placed into a trust (the “RG Stock Trust”). Initial beneficiaries of the RG Stock Trust were Nelson T. Gordman, Jeffrey J. Gordman and Jerome P. Gordman. Jeffrey J. Gordman is the Trustee of the RG Stock Trust and remains Trustee with sole power to vote and cause the sale or other transfer of the stock of the RG Stock Trust pursuant to Article Tenth and Article Sixteenth of the Last Will and Testament of Dan Gordman. Current beneficiaries under the RG Stock Trust also include certain children and grandchildren of Jerome P. Gordman and their trusts.
Sample 1

Related to RG Stock Trust

  • Stock Transfer The Purchaser is aware that stop-transfer instructions will be given to the transfer agent of the common stock of the Corporation to prevent any unauthorized or illegal transfer of the Shares.

  • Stock Transfers Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

  • Stock Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.

  • Rights as Shareholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company other than the right to receive the Merger Consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

  • Rights as Stockholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company or the Surviving Corporation of shares of Company Common Stock.

  • Surrender of Shares; Stock Transfer Books (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such losses.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Closing of Stock Transfer Books (a) The stock transfer books of Seller shall be closed at the end of business on the business day immediately preceding the Closing Date. In the event of a transfer of ownership of Seller Common Stock that is not registered in the transfer records prior to the closing of such record books, the Merger Consideration issuable or payable with respect to such stock may be delivered to the transferee, if the Certificate or Certificates representing such stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and all applicable stock transfer taxes are paid.

  • Stock Transfer Taxes On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.

  • WILMINGTON TRUST COMPANY not in its individual capacity but solely as owner trustee under the trust agreement to be dated as of November 29, 2000 By:___________________________ Name: Title: Dated: November 29, 2000 EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

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