Special Rules Relating to Shares Held in Voting Trust Sample Clauses

Special Rules Relating to Shares Held in Voting Trust. (i) Except as otherwise provided herein, no Shareholder shall, without the unanimous consent of the Voting Trust Trustees, Transfer any Original Voting Trust Shares or Voting Trust Certificates representing such Original Voting Trust Shares other than (A) to a Permitted Donee of such Shareholder, (B) pursuant to subparagraph 2(d)(iii) hereof or (C) pursuant to paragraph 3 hereof; provided, however, that JBrennan may sell Original Voting Trust Shares pursuant to subparagraph 2(c) without the consent of the Voting Trustees and, in the case of such a sale, DBrennan and/or DBrennan Permitted Donees may sell Original Voting Trust Shares which are DBrennan Tag Along Shares as defined in such subparagraph 2(c) without the consent of the Voting Trust Trustees. (ii) Any transfer by any Shareholder of an interest in the Original Voting Trust Shares to an Original Shareholder, a permitted Donee of an Original Shareholder or the Company which is permitted under the terms of this Agreement while such Shares continue to be held in the Voting Trust shall be accomplished and documented solely by a transfer of the Voting Trust Certificate(s) representing such Original Voting Trust Shares and such Shares shall continue to be held in the Voting Trust in accordance with the terms of this Agreement and of the Voting Trust. A sale of Original Voting Trust Shares made in accordance with the provisions of this Agreement to a purchaser other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company shall entitle such purchaser to take title to such Shares free of the Voting Trust. (iii) If the value of any Shares (including Shares represented by Voting Trust Certificates) is includible in the taxable estate of DBrennan, DBrennan's wife, JBrennan or JBrennan's wife, for purposes of the determination of any estate, inheritance or other death taxes, the executor of such individual's Will (or other fiduciary or person who is the registered owner of the Shares or Voting Trust Certificates representing such Shares and who is primarily responsible for the payment of or reimbursement for such taxes imposed with respect to such Shares) may sell a sufficient number of such Shares to pay or reimburse for such taxes (taking into account any income taxes which may become payable by reason of such sale). Any such sale shall be made subject to the provisions of subparagraph 2(c) hereof, but without any requirement that an Offer to purchase Original Voting Trust Sh...
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Related to Special Rules Relating to Shares Held in Voting Trust

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