Rights Powers and Duties of Trustees. (a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the voting trust certificates representing such shares for cancellation, in each case in accordance with the terms of this Agreement, title to all shares of Common Stock deposited hereunder shall be vested in the Trustees, and the Trustees shall have the sole and exclusive right, acting as hereinafter provided, to exercise, in person or by their nominees or proxies, all rights and powers of the Initial Shareholders in respect of all Common Stock deposited with or acquired by the Trustees hereunder, including the right to vote thereon and to take part in or consent to any shareholders' action of any kind whatsoever, whether ordinary or extraordinary, subject to the provisions hereinafter set forth; provided that the Trustees shall exercise all such rights with respect to the Common Stock deposited or acquired hereunder in accordance with the provisions of Subsection 2.4(b) of the AASI. Whenever action is required of the Trustees, such action may be taken at a meeting of the Trustees or by written consents signed by either or both of the Trustees; provided that the Trustees shall act only in accordance with the terms of this Agreement and the AASI. A certificate signed by either of the Trustees shall be conclusive evidence to all persons to any action taken by the Trustees. (b) The right to vote shall include the right to vote for the election of directors and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of shareholders of the Company. It is expressly understood and agreed that the holders of voting trust certificates shall not have any right, either under said voting trust certificates or under this Agreement, or under any agreement express or implied, or otherwise, with respect to any shares held by the Trustees hereunder, to vote such shares or to take part in or consent to any corporate action, or to do or perform any other act or thing which the holders of the Company's Common Stock are now or may hereafter become entitled to do or perform by virtue of their being shareholders. (c) The Trustees shall not incur any responsibility in their capacity as shareholders or trustees, or individually or otherwise, in voting the shares held hereunder or in any matter or act committed or omitted to be done under or in connection with this Agreement, or for any vote or act committed or omitted to be done by any predecessor or successor Trustee, except for such Trustee's individual willful malfeasance. (d) The Trustees shall maintain, or cause to be maintained, complete and accurate records of all the Common Stock deposited with them hereunder, the identity, addresses and ownership of the depositing shareholders, and all voting trust certificates issued by the Trustees. Such records shall be open to inspection by any depositing shareholder or other party to or beneficiary under this Agreement on reasonable notice during business hours.
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Samples: Shareholder Agreement (Outsource International Inc), Voting Trust Agreement (Outsource International Inc)
Rights Powers and Duties of Trustees. (a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the such voting trust certificates representing such shares for cancellation, in each case in accordance with the terms of this Agreement, title to all shares of Common Stock the Company's stock deposited hereunder shall be vested in the Trustees, who shall be deemed the holders of record of such shares for all purposes, and the Trustees shall have the sole and exclusive right, acting as hereinafter providedprovided and subject to such limitations as are set forth herein, to exercise, in person or by their nominees or proxies, all of the rights and powers of the Initial Shareholders in respect of all Common Stock stock deposited with or acquired by the Trustees hereunder, including the right to vote thereon such stock and to take part in or consent to any shareholderscorporate or stockholders' action of any kind whatsoever, whether ordinary or extraordinary, subject to the provisions hereinafter set forth; provided that the Trustees shall exercise all such rights with respect to the Common Stock deposited or acquired hereunder in accordance with the provisions of Subsection 2.4(b) of the AASI. Whenever action is required of the Trustees, such action may be taken at a meeting of the Trustees or by written consents signed by either or both of the Trustees; provided that the Trustees shall act only in accordance with the terms of this Agreement and the AASI. A certificate signed by either of the Trustees shall be conclusive evidence to all persons to any action taken by the Trustees.
(b) The right to vote shall include the right to vote for in connection with the election of directors and in favor of or against any other resolution or proposed action of any character whatsoever, whatsoever which may be presented at any meeting or require the consent of shareholders stockholders of the Company. It is expressly understood and agreed that the holders of voting trust certificates in their capacities as such shall not have any right, either under said voting trust certificates or under this Agreement, or under any agreement or doctrine or concept of law, express or implied, or otherwise, with respect to any shares held by the Trustees hereunder, hereunder to vote such shares or to take part in or consent to any corporate action, or to do or perform any other act or thing which the holders of the Company's Common Stock common stock of any class are now or may hereafter become entitled to do or perform by virtue of their being shareholders.
(c) The Trustees perform. No Trustee shall not incur any responsibility in their his capacity as shareholders or trusteestrustee, or individually or otherwise, in voting the shares held hereunder or in any matter or act committed or omitted to be done under or in connection with this Agreement, or for any vote or act committed or omitted to be done by any predecessor or successor Trustee, except for such Trustee's individual willful malfeasance.
(d) . The Trustees shall maintainat all times keep, or cause to be maintainedkept, complete and accurate records of all the Common Stock stock deposited with them hereunder, the identity, addresses and ownership of the depositing shareholdersDepositors and Beneficiaries, and all voting trust certificates issued by the TrusteesTrustee. Such records shall be open to inspection by any depositing shareholder Depositor or other party to or beneficiary Beneficiary under this Agreement on reasonable notice given to the Trustees at their usual place of business during their normal business hours. Whenever action is required of the Trustees, such action may be taken by written consent signed by the requisite number of Trustees or by vote of the requisite number of Trustees at a meeting of the Trustees. So long as there are two (2) or more Trustees hereunder, the concurrence of both (if there are two (2) Trustees) or a majority (if there are more than two (2) Trustees) of the Trustees then serving shall be necessary and sufficient for the validity of any action taken by the Trustees, and if at any time there is one Trustee hereunder (subject to Section 11) such Trustee's action shall be necessary and sufficient for the validity of any action taken by the Trustees. Notwithstanding the foregoing, if at any time TIMOTHY P. HORNE xxx xx xxx xxxxx person shall serve as co-Trustees hereunder, and if for any reason the Trustees shall fail to concur with respect to any action proposed to be taken by the Trustees under or pursuant to this Agreement (including without limitation any voting decision, any amendment in connection with the withdrawal of shares as contemplated by Section 1, any other trust amendment or trust termination), then TIMOTHY P. HORNE, xxx xx xxxx xx he is serving as a Trustee hereunder, shall have the power (such power being herein called the "Determination Power") to determine in his sole discretion, whether or not such proposed action is to be taken and upon his approval such action when and if taken shall have the same force and effect as if both or all of the Trustees had agreed with respect thereto. Any and all documents or instruments executed by or on behalf of the Trustees hereunder (including without limitation voting trusting certificates) may be executed by Timothy P. Horne xxxxx xxx xxx xxgnature shall evidence conclusively the authorization and all of the Trustees hereunder. In the event that TIMOTHY P. HORNE xxxxx xxxxx xx xerve as a Trustee hereunder, then no Trustee hereunder shall have the Determination Power, except in accordance with a duly-published amendment to this Agreement adopted in accordance with the terms hereof, provided, however, that the foregoing shall not be deemed to limit the authority of any person serving as a sole Trustee under and in accordance with this Agreement.
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Rights Powers and Duties of Trustees. (a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the voting trust certificates representing such shares for cancellation, in each case in accordance with the terms of this Agreement, title to all shares of Common Stock deposited hereunder shall be vested in the Trustees, and the Trustees shall have the sole and exclusive right, acting as hereinafter provided, to exercise, in person or by their nominees or proxies, all rights and powers of the Initial Shareholders in respect of all Common Stock deposited with or acquired by the Trustees hereunder, including the right to vote thereon and to take part in or consent to any shareholders' action of any kind whatsoever, whether ordinary or extraordinary, subject to the provisions hereinafter set forth; provided that the Trustees shall exercise all such rights with respect to the Common Stock deposited or acquired hereunder in accordance with the provisions of Subsection 2.4(b) of the AASI. Whenever action is required of the Trustees, such action may be taken at a meeting of the Trustees or by written consents signed by either or both of the Trustees; provided that the Trustees shall act only in accordance with the terms of this Agreement and the AASI. A certificate signed by either of the Trustees shall be conclusive evidence to all persons to any action taken by the Trustees.
(b) The right to vote shall include the right to vote for the election of directors and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of shareholders of the Company. It is expressly understood and agreed that the holders of voting trust certificates shall not have any right, either under said voting trust certificates or under this Agreement, or under any agreement express or implied, or otherwise, with respect to any shares held by the Trustees hereunder, to vote such shares or to take part in or consent to any corporate action, or to do or perform any other act or thing which the holders of the Company's Common Stock are now or may hereafter become entitled to do or perform by virtue of their being shareholders.
(c) The Trustees shall not incur any responsibility in their capacity as shareholders or trustees, or individually or otherwise, in voting the shares held hereunder or in any matter or act committed or omitted to be done under or in connection with this Agreement, or for any vote or act committed or omitted to be done by any predecessor or successor Trustee, except for such Trustee's individual willful malfeasance.
(d) The Trustees shall maintain, or cause to be maintained, complete and accurate records of all the Common Stock deposited with them hereunder, the identity, addresses and ownership of the depositing shareholders, and all voting trust certificates issued by the Trustees. Such records shall be open to inspection by any depositing shareholder or other party to or beneficiary under this Agreement on reasonable notice during business hours.
Appears in 1 contract
Samples: Voting Trust Agreement (Outsource International Inc)
Rights Powers and Duties of Trustees. (a) Until the actual delivery to ------------------------------------- the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the such voting trust certificates representing such shares for cancellation, in each case in accordance with the terms of this Agreement, title to all shares of Common Stock the Company's and each Additional Issuer's stock deposited hereunder shall be vested in the Trustees, who shall be deemed the holders of record of such shares for all purposes, and the Trustees shall have the sole and exclusive right, acting as hereinafter providedprovided and subject to such limitations as are set forth herein, to exercise, in person or by their nominees or proxies, all of the rights and powers of the Initial Shareholders in respect of all Common Stock stock deposited with or acquired by the Trustees hereunder, including the right to vote thereon such stock and to take part in or consent to any shareholderscorporate or stockholders' action of any kind whatsoever, whether ordinary or extraordinary, subject to the provisions hereinafter set forth; provided that the Trustees shall exercise all such rights with respect to the Common Stock deposited or acquired hereunder in accordance with the provisions of Subsection 2.4(b) of the AASI. Whenever action is required of the Trustees, such action may be taken at a meeting of the Trustees or by written consents signed by either or both of the Trustees; provided that the Trustees shall act only in accordance with the terms of this Agreement and the AASI. A certificate signed by either of the Trustees shall be conclusive evidence to all persons to any action taken by the Trustees.
(b) The right to vote shall include the right to vote for in connection with the election of directors and in favor of or against any other resolution or proposed action of any character whatsoever, whatsoever which may be presented at any meeting or require the consent of shareholders stockholders of the CompanyCompany or any Additional Issuer. It is expressly understood and agreed that the holders of voting trust certificates in their capacities as such shall not have any right, either under said voting trust certificates or under this Agreement, or under any agreement or doctrine or concept of law, express or implied, or otherwise, with respect to any shares held by the Trustees hereunder, hereunder to vote such shares or to take part in or consent to any corporate action, or to do or perform any other act or thing which the holders of the Company's Common Stock or any Additional Issuer's common stock of any class are now or may hereafter become entitled to do or perform by virtue of their being shareholders.
(c) The Trustees perform. No Trustee shall not incur any responsibility in their his capacity as shareholders or trusteestrustee, or individually or otherwise, in voting the shares held hereunder or in any matter or act committed or omitted to be done under or in connection with this Agreement, or for any vote or act committed or omitted to be done by any predecessor or successor Trustee, except for such Trustee's individual willful malfeasance.
(d) . The Trustees shall maintainat all times keep, or cause to be maintainedkept, complete and accurate records of all the Common Stock stock deposited with them hereunder, the identity, addresses and ownership of the depositing shareholdersDepositors and Beneficiaries, and all voting trust certificates issued by the TrusteesTrustee. Such records shall be open to inspection by any depositing shareholder Depositor or other party to or beneficiary Beneficiary under this Agreement on reasonable notice given to the Trustees at their usual place of business during their normal business hours. Whenever action is required of the Trustees, such action may be taken by written consent signed by the requisite number of Trustees or by vote of the requisite number of Trustees at a meeting of the Trustees. So long as there are two (2) or more Trustees hereunder, the concurrence of both (if there are two (2) Trustees) or a majority (if there are more than two (2) Trustees) of the Trustees then serving shall be necessary and sufficient for the validity of any action taken by the Trustees, and if at any time there is one Trustee hereunder (subject to Section 11) such Trustee's action shall be necessary and sufficient for the validity of any action taken by the Trustees. Notwithstanding the foregoing, if at any time XXXXXXX X. XXXXX and or any other person shall serve as co-Trustees hereunder, and if for any reason the Trustees shall fail to concur with respect to any action proposed to be taken by the Trustees under or pursuant to this Agreement (including without limitation any voting decision, any amendment in connection with the withdrawal of shares as contemplated by Section 1, any other trust amendment or trust termination), then XXXXXXX X. XXXXX, for so long as he is serving as a Trustee hereunder, shall have the power (such power being herein called the "Determination Power") to determine in his sole discretion, whether or not such proposed action is to be taken and upon his approval such action when and if taken shall have the same force and effect as if both or all of the Trustees had agreed with respect thereto. Any and all documents or instruments executed by or on behalf of the Trustees hereunder (including without limitation voting trusting certificates) may be executed by Xxxxxxx X. Xxxxx alone and his signature shall evidence conclusively the authorization and all of the Trustees hereunder. In the event that XXXXXXX X. XXXXX shall cease to serve as a Trustee hereunder, then no Trustee hereunder shall have the Determination Power, except in accordance with a duly-published amendment to this Agreement adopted in accordance with the terms hereof, provided, however, that the foregoing shall not be deemed to limit the authority of any person serving as a sole Trustee under and in accordance with this Agreement.
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Rights Powers and Duties of Trustees. (a) Until the actual delivery to the holders of voting trust certificates issued hereunder of stock certificates in exchange therefor, and until the surrender of the such voting trust certificates representing such shares for cancellation, in each case in accordance with the terms of this Agreement, title to all shares of Common Stock the Company's and each Additional Issuer's stock deposited hereunder shall be vested in the Trustees, who shall be deemed the holders of record of such shares for all purposes, and the Trustees shall have the sole and exclusive right, acting as hereinafter providedprovided and subject to such limitations as are set forth herein, to exercise, in person or by their nominees or proxies, all of the rights and powers of the Initial Shareholders in respect of all Common Stock stock deposited with or acquired by the Trustees hereunder, including the right to vote thereon such stock and to take part in or consent to any shareholderscorporate or stockholders' action of any kind whatsoever, whether ordinary or extraordinary, subject to the provisions hereinafter set forth; provided that the Trustees shall exercise all such rights with respect to the Common Stock deposited or acquired hereunder in accordance with the provisions of Subsection 2.4(b) of the AASI. Whenever action is required of the Trustees, such action may be taken at a meeting of the Trustees or by written consents signed by either or both of the Trustees; provided that the Trustees shall act only in accordance with the terms of this Agreement and the AASI. A certificate signed by either of the Trustees shall be conclusive evidence to all persons to any action taken by the Trustees.
(b) The right to vote shall include the right to vote for in connection with the election of directors and in favor of or against any other resolution or proposed action of any character whatsoever, whatsoever which may be presented at any meeting or require the consent of shareholders stockholders of the CompanyCompany or any Additional Issuer. It is expressly understood and agreed that the holders of voting trust certificates in their capacities as such shall not have any right, either under said voting trust certificates or under this Agreement, or under any agreement or doctrine or concept of law, express or implied, or otherwise, with respect to any shares held by the Trustees hereunder, hereunder to vote such shares or to take part in or consent to any corporate action, or to do or perform any other act or thing which the holders of the Company's Common Stock or any Additional Issuer's common stock of any class are now or may hereafter become entitled to do or perform by virtue of their being shareholders.
(c) The Trustees perform. No Trustee shall not incur any responsibility in their his capacity as shareholders or trusteestrustee, or individually or otherwise, in voting the shares held hereunder or in any matter or act committed or omitted to be done under or in connection with this Agreement, or for any vote or act committed or omitted to be done by any predecessor or successor Trustee, except for such Trustee's individual willful malfeasance.
(d) . The Trustees shall maintainat all times keep, or cause to be maintainedkept, complete and accurate records of all the Common Stock stock deposited with them hereunder, the identity, addresses and ownership of the depositing shareholdersDepositors and Beneficiaries, and all voting trust certificates issued by the TrusteesTrustee. Such records shall be open to inspection by any depositing shareholder Depositor or other party to or beneficiary Beneficiary under this Agreement on reasonable notice given to the Trustees at their usual place of business during their normal business hours. Whenever action is required of the Trustees, such action may be taken by written consent signed by the requisite number of Trustees or by vote of the requisite number of Trustees at a meeting of the Trustees. So long as there are two (2) or more Trustees hereunder, the concurrence of both (if there are two (2) Trustees) or a majority (if there are more than two (2) Trustees) of the Trustees then serving shall be necessary and sufficient for the validity of any action taken by the Trustees, and if at any time there is one Trustee hereunder (subject to Section 11) such Trustee's action shall be necessary and sufficient for the validity of any action taken by the Trustees. Notwithstanding the foregoing, if at any time XXXXXXX X. XXXXX and or any other person shall serve as co-Trustees hereunder, and if for any reason the Trustees shall fail to concur with respect to any action proposed to be taken by the Trustees under or pursuant to this Agreement (including without limitation any voting decision, any amendment in connection with the withdrawal of shares as contemplated by Section 1, any other trust amendment or trust termination), then XXXXXXX X. XXXXX, for so long as he is serving as a Trustee hereunder, shall have the power (such power being herein called the "Determination Power") to determine in his sole discretion, whether or not such proposed action is to be taken and upon his approval such action when and if taken shall have the same force and effect as if both or all of the Trustees had agreed with respect thereto. Any and all documents or instruments executed by or on behalf of the Trustees hereunder (including without limitation voting trusting certificates) may be executed by Xxxxxxx X. Xxxxx alone and his signature shall evidence conclusively the authorization and all of the Trustees hereunder. In the event that XXXXXXX X. XXXXX shall cease to serve as a Trustee hereunder, then no Trustee hereunder shall have the Determination Power, except in accordance with a duly-published amendment to this Agreement adopted in accordance with the terms hereof, provided, however, that the foregoing shall not be deemed to limit the authority of any person serving as a sole Trustee under and in accordance with this Agreement.
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