Termination Procedure. (a) Subject to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, at the addresses appearing on the transfer books of the Trustees. After the date specified in any such notice (which shall be no later than thirty (30) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates. (b) Within thirty (30) days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company. (c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 4 contracts
Samples: Voting Trust Agreement, Voting Trust Agreement (Ict Group Inc), Voting Trust Agreement (Ict Group Inc)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time times as the Trustees Trustee may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, termination shall mail written notice of such termination to the registered owners of the voting trust certificates, Voting Trust Certificates at the addresses appearing on the transfer books of the TrusteesTrustee. After the date specified in any such notice notices (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the holders of such voting trust certificates the Voting Trust Certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company representing Shares or other property distributable under the terms hereof and upon the surrender of such voting trust certificates.
(b) the Voting Trust Certificates. Within thirty (30) days after the termination of this Agreement, the Trustees Trustee shall deliver, request the Company to deliver to the registered holders of all voting trust certificates, the Voting Trust Certificates stock certificates for representing the number of shares represented thereby (and other property then held hereunder), by the Voting Trust Certificates upon the surrender thereof properly endorsed, such delivery to be made in each case at the office Company's principal place of business. Following any such request by the Trustee to the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all Trustee shall have no further liability of the Trustees for the delivery of such share certificates duties or obligations hereunder and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 3 contracts
Samples: Merger Agreement (Infoamerica Inc), Voting Trust Agreement (Clark Richard W), Voting and Shareholders Agreement (Clark Richard W)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement the Voting Trust at any time, time as hereinafter providedprovided in Section 15, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail within five business days of such termination written notice of such termination to the registered owners of the voting trust certificates, Holders at the addresses appearing on the transfer books of the Trustees. After From the date specified in any such notice (which date shall be no later than thirty (30fixed by the Trustees in accordance with the provisions of this Agreement) days after such termination), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the holders of such voting trust certificates Holders shall have no further rights under this Agreement Voting Trust other than to receive certificates for shares Trust Shares of stock of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) Voting Trust Certificates. Within thirty (30) ten business days after surrender for cancellation of Voting Trust Certificates by a registered Holder, properly endorsed or accompanied by properly endorsed instruments of transfer, if appropriate, at the place designated by the Trustees, the Trustees shall deliver to such Holder, stock certificates for the number of shares of such class or classes of the Company's capital stock or other securities represented thereby as to which such Holder shall be entitled. At any time subsequent to 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit certificates with the Company share certificates representing the number of shares (and of such class or classes of the Company's capital stock or other property) securities represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Voting Trust Certificates. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 2 contracts
Samples: Voting Trust Agreement (Softworks Inc), Voting Trust Agreement (Softworks Inc)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he/it may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesTrust Interests, at the addresses appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Trust Interests shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company Founders Shares or other property distributable under the terms hereof and upon the surrender of such voting trust certificatesTrust Certificates, if issued.
(b) Within thirty (30) 30 days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificatesTrust Interests, (i) certificates for the number of shares Founders Shares represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office Trustee's office; or (ii) payment in an amount equal to the registered holder' pro rata share of the Companynet proceeds payable from the sale of the Founders Shares.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) Founders Shares represented by the voting trust certificates Trust Interests then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates Trust Interests representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Founders Shares. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 2 contracts
Samples: Trust Agreement (Basic Technologies Inc), Trust Agreement (Founders Industries Inc)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement the voting trust at any time, as hereinafter providedin accordance with Section 10 of this Agreement, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the outstanding voting trust certificates, at the addresses appearing on the transfer books of the Trustees. After From the date specified in any such notice (which date shall be no later than thirty (30fixed by the Trustees) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement voting trust other than to receive certificates for shares of Common Stock of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) . Within thirty (30) 30 days after the termination of this voting trust, the Trustees shall deliver to the registered holders of all voting trust certificates outstanding as of the date of such termination, stock certificates for the number of shares of such class or classes of the Company's capital stock represented thereby as to which they shall be entitled upon the surrender for cancellation of such voting trust certificates, properly endorsed or accompanied by properly endorsed instruments of transfer, if appropriate, at the place designated by the Trustees, and after payment, if the Trustees so require, by the persons entitled to receive such stock certificates, of a sum sufficient to cover any stamp tax or governmental charge in respect of the transfer or delivery of such stock certificates. Such certificates or shares shall bear such legend referring to the restrictions on transfer of such shares as may be required by this Agreement, by law or otherwise. Thereupon, all liability of the Trustees for delivery of such certificates of shares shall terminate, and the voting trust certificates representing the beneficial interest in the shares so delivered by the Trustee shall be null and void. If upon such termination, one or more registered holders of outstanding voting trust certificates shall fail to surrender such voting trust certificates, or the Trustees for any reason shall be unable to comply with the provisions of the preceding paragraph, the Trustees may, at any time subsequent to 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share stock certificates representing the number of shares (and other property) of capital stock represented by the such voting trust certificates then outstandingcertificates, together with authority in writing to written instructions authorizing the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates representing a like number interest in the capital stock of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender themCompany; and upon such deposit deposit, all further liability of the Trustees for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 2 contracts
Samples: Shareholder Agreement (Outsource International Inc), Voting Trust Agreement (Outsource International Inc)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he/it may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesTrust Interests, at the addresses appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Trust Interests shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company OnSource Shares or other property distributable under the terms hereof and upon the surrender of such voting trust certificatesTrust Certificates, if issued.
(b) Within thirty (30) 30 days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificatesTrust Interests, (i) certificates for the number of shares OnSource Shares represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office Trustee's office; or (ii) payment in an amount equal to the registered holder' pro rata share of the Companynet proceeds payable from the sale of the OnSource Shares.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) OnSource Shares represented by the voting trust certificates Trust Interests then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates Trust Interests representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon OnSource Shares. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 2 contracts
Samples: Trust Agreement (Onsource Corp), Trust Agreement (Global Casinos Inc)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement the Voting Trust at any time, time as hereinafter providedprovided in Section 15, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, Trustee shall mail within five (5) business days of such termination written notice of such termination to the registered owners of the voting trust certificates, Holders at the addresses appearing on the transfer books of the TrusteesTrustee. After From the date specified in any such notice (which date shall be no later than thirty (30fixed by the Trustee in accordance with the provisions of this Agreement) days after such termination), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the holders of such voting trust certificates Holders shall have no further rights under this Agreement Voting Trust other than to receive certificates for shares Trust Shares of stock of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
Voting Trust Certificates. Within ten (b10) Within business days after surrender for cancellation of Voting Trust Certificates by a registered Holder, properly endorsed or accompanied by properly endorsed instruments of transfer, if appropriate, at the place designated by the Trustee, the Trustee shall deliver to such Holder, stock certificates for the number of shares of such class or classes of the Company's capital stock or other securities represented thereby as to which such Holder shall be entitled. At any time subsequent to thirty (30) days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees Trustee may deposit certificates with the Company share certificates representing the number of shares (and of such class or classes of the Company's capital stock or other property) securities represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Voting Trust Certificates. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 2 contracts
Samples: Exchange Agreement (Netwolves Corp), Voting Trust Agreement (Computer Concepts Corp /De)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Voting Trust Agreement at any time, as hereinafter providedprovided in paragraph 7 hereof, the TrusteesTrustee, at such time as the Trustees Trustee may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesVoting Trust Certificates, at the addresses appearing on the transfer books of the TrusteesTrustee. After From the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the holders of such voting trust certificates Voting Trust Certificates shall have no further rights under this Voting Trust Agreement other than to receive certificates for shares of the Company Securities or other property to the extent distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) this Voting Trust Agreement. Within thirty (30) days after the termination of this Voting Trust Agreement, the Trustees Trustee shall deliver, deliver to the registered holders of all voting trust certificatesVoting Trust Certificates, certificates for the number of shares of the Securities represented thereby (and or other property then held hereunder)as specified under the terms hereof, upon the surrender thereof of such Voting Trust Certificates properly endorsed, such delivery to be made in each case at the designated office of the Company.
(c) Trustee. At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such terminationthe termination of this Voting Trust Agreement, the Trustees Trustee may deposit Securities with the Company share certificates representing equal to the number of shares (and other property) Securities represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) the Securities in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit Voting Trust Certificates. Upon such deposit, all further liability of the Trustees Trustee for the delivery of such share certificates the Securities and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon In connection with the termination of this Agreement at any time, as hereinafter providedprovided in Section 12, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) 30 days before and ending twenty (20) 30 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, Holders at the their addresses appearing on the transfer books of the TrusteesCertificate registry. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustees), the voting trust certificates Certificates shall cease to have any effect, and the holders of such voting trust certificates Holders shall have no further rights under this Agreement other than to receive receive, upon the surrender of their Certificates, certificates for shares of the Company Shares or other property distributable under the terms hereof upon the surrender of such voting trust certificateshereof.
(b) Within thirty (30) 40 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificatesHolders, certificates for the number of shares represented thereby (and Shares or other property then held hereunder)distributable under the terms hereof, upon the surrender thereof of the Voting Trust Certificates properly endorsed, such delivery to be made in each case to the Trustees at the office of the Companyaddress noted below.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees may deposit Share certificates with the Company share certificates representing the number of shares (and other property) Shares of capital stock represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share Share certificates (and other property) in exchange for voting trust certificates Voting Trust Certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Shares. Upon such deposit all further liability of the Trustees for the delivery of such share Share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 1 contract
Samples: Voting Trust Agreement (Nexcore Healthcare Capital Corp)
Termination Procedure. (a) Any Shareholder may from time to time give the Trustees written notice that such Shareholder desires to withdraw all or part of such Shareholder's shares from the voting trust created hereby in order to donate such shares to a non-profit corporation, foundation or similar entity having a charitable purpose or to sell such shares to someone other than another Shareholder within fifteen (15) days of the delivery of the notice. Voting trust certificates representing shares to be withdrawn shall accompany the notice. Within five (5) days after receipt of such notice and certificates, Trustees shall deliver to the Company stock certificates and instructions to deliver the requisite number of shares to the Shareholder who delivered the notice of withdrawal to the Trustees. In the event the Shareholder does not donate or sell all of the shares withdrawn from the voting trust, (i) the Shareholder shall deliver the stock certificate representing the shares not donated or sold to the Trustees who shall deliver it to the Company for reissue to the Trustees, (ii) the reissued stock certificate shall be held by the Trustees pursuant to this Agreement and (iii) the Trustees shall issue to the Shareholder a voting trust certificate representing such shares.
(b) Any Shareholder may from time to time give the Trustees written notice in the form attached as Exhibit B hereto that such Shareholder desires to withdraw all or a part of such Shareholder's shares from the voting trust created hereby in order to pledge such shares to a broker as collateral for a margin account with such broker (any such shares so withdrawn, together with any shares of common or other stock of the Company having general voting power paid as a dividend or issued upon exercise of any subscription rights with respect to such shares, until any of the foregoing are sold as permitted hereunder or reissued to the Trustees, "Margin Shares"). The Shareholder shall send to the Trustees, along with such notice, the voting trust certificates representing the Margin Shares to be withdrawn and a duly executed proxy in the form attached hereto as Exhibit C. Within five (5) days after receipt of such notice, proxy and certificates, the Trustees shall deliver to the Company stock certificates and instructions to deliver the requisite number of shares to the Shareholder who delivered the notice of withdrawal to the Trustees for purposes of placing the Margin Shares in a margin account. If applicable, the stock certificate issued to the Shareholder with respect to such Margin Shares shall contain a standard restrictive legend under the Securities Act of 1933. If the Shareholder otherwise would be entitled to have such legend removed prior to the sale of such Margin Shares and so requests the Company and the Trustees to remove such legend solely for the purpose of registering the Margin Shares in "street name" or the name of the broker in whose margin account the Margin Shares are held, the Company shall honor such request if the Shareholder arranges for the registered holder or broker, as applicable, to provide a duly executed proxy to the Trustees substantially similar in form to Exhibit C attached hereto to vote such Margin Shares while held in the margin account (or makes other arrangements satisfactory to the Trustees with respect to voting such shares at the direction of the Trustees while subject to the margin account). Upon receipt of written notice from the Trustees that such a satisfactory arrangement has been made, the Company will authorize the issuance of a certificate for such Margin Shares in "street name" or in the name of the broker without a restrictive legend. Any Margin Shares sold by or on behalf of the broker shall be sold free and clear of the proxy, which by its terms shall terminate upon such sale. Any Shareholder who has Margin Shares shall give, or cause to be given, to the Trustees a notice when all or a portion of such Margin Shares are sold, as soon as practicable after such sale. In the event the Shareholder ceases using all or part of such Margin Shares as collateral for a margin account, (i) the Shareholder shall deliver or cause to be delivered the stock certificate representing the Margin Shares no longer subject to the margin account to the Trustees who shall deliver such certificate to the Company for reissue to the Trustees, (ii) the reissued stock certificate shall be held by the Trustees pursuant to this Agreement and (iii) the Trustees shall issue to the Shareholder a voting trust certificate representing such shares.
(c) Any Shareholder may, once in any twelve-month period, give the Trustees written notice in the form attached as Exhibit D hereto that such Shareholder has a bona fide intent (subject to market and other conditions) to sell up to such number of shares as specified in the notice within twelve months from the date of such notice and therefore desires to withdraw such shares from the voting trust created hereby in order to facilitate such possible sale (any such shares so withdrawn, together with any shares of common or other stock of the Company having general voting power paid as a dividend or issued upon exercise of any subscription rights with respect to such shares, until any of the foregoing are sold as permitted hereunder or reissued to the Trustees, "Designated Shares" and together with Margin Shares, "Proxy Shares"). The Shareholder shall send to the Trustees, along with such notice, the voting trust certificates representing the Designated Shares to be withdrawn and a duly executed proxy in the form attached hereto as Exhibit C. Within five (5) days after receipt of such notice, proxy and certificates, the Trustees shall deliver to the Company stock certificates and instructions to deliver the requisite number of shares to the Shareholder who delivered the notice of withdrawal to the Trustees as set forth above. If applicable, the stock certificate issued to the Shareholder with respect to such Designated Shares shall contain a standard restrictive legend under the Securities Act of 1933. If the Shareholder otherwise would be entitled to have such legend removed prior to the sale of such Designated Shares and so requests the Company and the Trustees to remove such legend solely for the purpose of registering the Designated Shares in "street name," the Company shall honor such request if the Shareholder arranges for the registered holder to provide a duly executed proxy to the Trustees substantially similar in form to Exhibit C attached hereto to vote such Designated Shares while held by the broker (or makes other arrangements satisfactory to the Trustees with respect to voting such shares at the direction of the Trustees while held by the broker). Upon receipt of written notice from the Trustees that such a satisfactory arrangement has been made, the Company will authorize the issuance of a certificate for such Designated Shares in "street name" without a restrictive legend. Any Designated Shares sold by the Shareholder shall be sold free and clear of the proxy, which by its terms shall terminate upon such sale. Any Shareholder who has Designated Shares shall give, or cause to be given, to the Trustees a notice when all or a portion of such Designated Shares are sold, as soon as practicable after such sale. In the event the Shareholder determines not to sell all or part of such Designated Shares, (i) the Shareholder shall deliver or cause to be delivered the stock certificate representing the Designated Shares not to be sold to the Trustees who shall deliver such certificate to the Company for reissue to the Trustees, (ii) the reissued stock certificate shall be held by the Trustees pursuant to this Agreement and (iii) the Trustees shall issue to the Shareholder a voting trust certificate representing such shares.
(d) Subject to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatescertificates and any Shareholder who beneficially owns any Proxy Shares (each, a "Proxy Shareholder"), at the addresses appearing on the transfer books of the Trustees. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustees), (i) the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company or other property distributable under the terms hereof and upon the surrender of such voting trust certificates, and (ii) any proxy given to the Trustees relating to any Proxy Shares shall be deemed terminated.
(be) Within thirty (30) 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares of the capital stock of the Company represented thereby (and other property then held hereunder)thereby, upon the surrender thereof of such voting trust certificates properly endorsed, such delivery to be made in each case at the office of the CompanyTrustees.
(cf) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) of capital stock represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares of the capital stock of the Company and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon the Upon termination of this Agreement at any time, as hereinafter hereinabove provided, the TrusteesTrustees shall, at on such time date as the Trustees they may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such terminationtermination date, shall mail written furnish notice of such termination to each Registered Holder of a voting trust certificate, at the registered owners address appearing in the Trustees' records, and, if the Trustees have actual written notice of a pledge of the voting trust certificatescertificate, then also to the pledgee of the voting trust certificate, at the addresses appearing on the transfer books of address available to the Trustees. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustees), the voting trust certificates shall cease to have any effect, and the holders any Registered Holder of such a voting trust certificates certificate shall thereafter have no further rights under this Agreement other than to receive certificates for shares of the Company Capital Stock or other property distributable under the terms hereof and upon the surrender of such voting trust certificates.
(b) certificate. Within thirty (30) 30 days after the termination of this Agreement, the Trustees shall delivertake all action necessary to cause to be delivered to each Registered Holder of a voting trust certificate or, if the certificate is pledged and the Trustees have actual notice of such pledge, then to the registered holders of all voting trust certificatespledgee, one or more certificates for the number of shares of Capital Stock represented thereby (by such voting trust certificate, but only upon its surrender, properly endorsed or accompanied by separate instruments of assignment and other property then held hereunder)transfer, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) Trustees. At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees may deposit with the Company share stock certificates representing the number of shares (and other property) of Capital Stock represented by the voting trust certificates then outstandingoutstanding and in their possession, with authority in writing to and authorize the Company to deliver such share certificates (cancel the same, to issue new stock certificates, in the names and other property) in exchange for denominations reflected by the outstanding voting trust certificates representing a like number so deposited, and to deliver such new certificates to the new registered owners. The Trustees shall continue to hold those stock certificates evidencing the Trust's ownership with respect to which no tender of shares and the related voting trust certificate(s) has been made until the Trustees determine there to be no substantive reason for such retention, and, at such time, they may deposit such certificate(s) with the Company for cancellation, reissuance and delivery to call upon and require all holders of voting trust certificates to so surrender themthe new registered owners; and upon the final such deposit all further liability of the Trustees for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 1 contract
Samples: Voting Trust Agreement (Amerivision Communications Inc)
Termination Procedure. (a) Subject A. If a termination occurs pursuant to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided11.2(A), the Trustees, at such time as party electing to terminate shall give the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail other party written notice of such termination to the registered owners of the voting trust certificates, at the addresses appearing on the transfer books of the Trusteeselection. After On the date specified in any such notice (which shall be no later than thirty (30) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) Within is thirty (30) days after the termination date of such notice, or such longer period as may be required in order to comply with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 201 et. seq. (and any applicable comparable state law) and any regulations promulgated thereunder form time to time) Manager shall cease all activities at the Hotel and shall have no further obligations under this Agreement except as otherwise expressly set forth in this Agreement, the Trustees shall deliver, .
B. If a termination occurs pursuant to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunderSection 11.2(B), upon Owner shall give Manager written notice of such election to terminate. On the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to date which is thirty (30) days after the date of such notice, Manager shall cease all activities at the Hotel and shall have no further obligations under this Agreement except as otherwise expressly set forth in this Agreement.
C. If a termination occurs pursuant to Section 11.2(C), Manager shall give to Owner written notice of such election. Any time thereafter, Manager may, on thirty (30) days’ written notice, cease all activities at the Hotel and thereafter have no further obligations under this Agreement except as otherwise expressly set forth in this Agreement.
D. After the notice is given, and within sixty (60) days after the effective date of such termination, Manager shall be paid any and all fees or expenses earned and due it pursuant to this Agreement, and Manager shall cooperate with Owner in the Trustees may deposit orderly transfer of management to Owner’s designated agent and deliver to Owner all funds and accounts controlled by Manager and all books and records with respect to the Hotel, including, without limitation, but subject to compliance with applicable laws, all employment and benefits information. In addition, Manager shall deliver to Owner the following:
(i) A final accounting, reflecting the balance of income and expenses for the Hotel as of the date of termination, to be delivered within thirty (30) days of such termination;
(ii) Any balance of monies of Owner held by Manager with respect to the Hotel or the business or affairs of Owner, to be delivered immediately upon termination;
(iii) All motorized vehicles used in connection with the Company share certificates representing operation of the number Hotel and paid for by Owner, together with all registration and title documentation necessary to transfer such vehicles to Owner or its nominee, to be delivered immediately upon termination; and
(iv) All written and digital data and materials relating to the Hotel, including all Owner’s Materials, records, contracts, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to the Hotel or the business or affairs of shares Owner to be delivered immediately upon termination.
E. Upon termination of this Agreement for any reason, Manager shall (i) surrender (and assign, if permitted) to Owner or its nominee any and all leases, licenses, agreements, approvals, permits and/or other propertyauthorizations or property held by Manager on behalf of Owner or Property Owner required and/or utilized for the operation of the Hotel in accordance with the directions of Owner and with applicable law and (ii) represented fully cooperate with any new manager retained by Owner in order to facilitate an orderly transition of the management of the Hotel.
F. Upon termination of this Agreement, Owner or its nominee shall be responsible for assuming obligations under contracts entered into in accordance with this Agreement or entered into by Manager only to the extent that any such contract shall have been approved in writing by Owner or by the voting trust certificates then outstandingterms of this Agreement and Owner shall be responsible for the payment of obligations incurred by Manager in the operation of the Hotel only to the extent that such obligations shall have been incurred pursuant to the Annual Business Plan or other written authorization of Owner, and Manager hereby agrees to indemnify, defend and hold Owner and Property Owner harmless from and against any liability in connection with authority any such contracts, agreements or obligations not so approved in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunderby Owner.
Appears in 1 contract
Samples: Management Agreement (American Realty Capital Hospitality Trust, Inc.)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement the voting trust at any time, as hereinafter providedin accordance with Section 11 of this Agreement, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, Trustee shall mail written notice of such termination to the registered owners of the voting trust certificatesoutstanding Voting Trust Certificates, at the addresses appearing on the transfer books of the TrusteesTrustee. After From the date specified in any such notice (which date shall be no later than thirty (30fixed by the Trustee) days after such termination), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the holders of such voting trust certificates Voting Trust Certificates shall have no further rights under this Agreement voting trust other than to receive certificates for shares of the Company Shares or other property distributable under the terms hereof upon the surrender of such Voting Trust Certificates. Forthwith following the termination of this voting trust trust, the Trustee shall deliver to the registered holders of all Voting Trust Certificates outstanding as of the date of such termination, share certificates for the number of Shares of such class or classes of TW UK's Shares represented thereby as to which they shall be entitled upon the surrender for cancellation of such Voting Trust Certificates, accompanied by properly endorsed and executed instruments of transfer, as appropriate, at the place designated by the Trustee, and after payment, if the Trustee so requires, by the persons entitled to receive such share certificates.
(b) Within thirty (30) , of a sum sufficient to cover any stamp tax or governmental charge in respect of the transfer or delivery of such share certificates. Such certificates shall bear such legend referring to the restrictions on transfer of such Shares as may be required by this Agreement, by law or otherwise. Thereupon, all liability of the Trustee for delivery of such certificates, instruments of transfer or Shares shall terminate, and the Voting Trust Certificates representing the beneficial interest in the Shares so delivered by the Trustee shall be null and void. If upon such termination, one or more registered holders of outstanding Voting Trust Certificates shall fail to surrender such Voting Trust Certificates, or the Trustee for any reason shall be unable to comply with the provisions of the preceding paragraph, the Trustee may, at any time subsequent to 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company TW UK or UK Parent ordinary share certificates representing the number of shares (and other property) Shares represented by the voting trust certificates then outstandingsuch Voting Trust Certificates, together with authority in writing to the Company duly executed instruments of transfer and written instructions authorizing TW UK or UK Parent to deliver such share Share certificates (and other property) in exchange for voting trust certificates Voting Trust Certificates representing a like number interest in the Shares of shares and for TW UK or UK Parent, as the Company to call upon and require all holders of voting trust certificates to so surrender themcase may be; and upon such deposit deposit, all further liability of the Trustees Trustee for the delivery of such share shares, Share certificates and instruments of transfer and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he/it may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesTrust Interests, at the addresses appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Trust Interests shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company Imagine Media, Ltd. Shares or other property distributable under the terms hereof and upon the surrender of such voting trust certificatesTrust Certificates, if issued.
(b) Within thirty (30) 30 days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificatesTrust Interests, (i) certificates for the number of shares Imagine Media, Ltd. Shares represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office Trustee's office; or (ii) payment in an amount equal to the registered holder' pro rata share of the Companynet proceeds payable from the sale of the Imagine Media, Ltd. Shares.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) Imagine Media, Ltd. Shares represented by the voting trust certificates Trust Interests then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates Trust Interests representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Imagine Media, Ltd. Shares. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Samples: Trust Agreement (Imagine Media LTD)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter providedAgreement, the TrusteesTrustee, at such time as the Trustees she may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners holders of the voting trust certificatesVoting Trust Certificates, at the respective addresses appearing on the transfer books and records of the TrusteesTrustee. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the holders of such voting trust certificates Voting Trust Certificates shall have no further rights under this Agreement other than to receive certificates for shares stock of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificatesand any theretofore undistributed dividends.
(b) Within thirty (30) days after the termination of this Agreement, the Trustees shall deliver, Trustee shall; deliver to the registered holders of all voting trust certificatesVoting Trust Certificates, stock certificates for the number of shares of stock of the Company represented thereby (and other property then held hereunder)thereby, upon the surrender thereof of the Voting Trust Certificates properly endorsed, such delivery to be made in each case at the office offices of the CompanyTrustee.
(c) At As an alternative to the procedure set forth in paragraph 14(b) above, at any time subsequent to the termination of this Agreement and prior to within thirty (30) days after such terminationthe termination of this Agreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) of stock represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates Voting Trust Certificates representing a like number of shares and for of stock of the Company to call upon and require all holders of voting trust certificates to so surrender them; Company, and upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he/it may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesTrust Interests, at the addresses appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Trust Interests shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company Black Mountain Holdings Shares or other property distributable under the terms hereof and upon the surrender of such voting trust certificatesTrust Certificates, if issued.
(b) Within thirty (30) 30 days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificatesTrust Interests, (i) certificates for the number of shares Black Mountain Holdings Shares represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office Trustee's office; or (ii) payment in an amount equal to the registered holder' pro rata share of the Companynet proceeds payable from the sale of the Black Mountain Holdings Shares.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) Black Mountain Holdings Shares represented by the voting trust certificates Trust Interests then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates Trust Interests representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Black Mountain Holdings Shares. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Any Shareholder may from time to time give Trustees written notice that such Shareholder desires to withdraw all or part of such Shareholder's shares from the voting trust created hereby in order to sell such shares to someone other than another Shareholder within fifteen (15) days of the delivery of the notice. Voting trust certificates representing shares to be withdrawn shall accompany the notice. Within five (5) days after receipt of such notice and certificates, Trustees shall deliver to the Company stock certificates and instructions to deliver the requisite number of shares to the Shareholder who delivered the notice of withdrawal to the Trustees. In the event the Shareholder does not sell all or part of the shares withdrawn from the voting trust, (i) the Shareholder shall deliver the stock certificate representing the shares not sold to the Trustees who shall deliver it to the Company for reissue to the Trustees, (ii) the reissued stock certificate shall be held by the Trustees pursuant to this Agreement and (iii) the Trustees shall issue to the Shareholder a voting trust certificate representing such shares.
(b) Subject to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, at the addresses appearing on the transfer books of the Trustees. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustees), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company or other property distributable under the terms hereof and upon the surrender of such voting trust certificates.
(bc) Within thirty (30) 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares of the capital stock of the Company represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the CompanyTrustees.
(cd) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) of capital stock represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares of the capital stock of the Company and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. In each case, in determining Cause the alleged acts or omissions of the Executive shall be measured against standards prevailing in the industry generally and the ultimate existence of Cause must be confirmed by not less than two-thirds of the Board of Directors (aexcluding the Executive) Subject at a meeting prior to any termination therefor; PROVIDED, HOWEVER, that it shall be the Company's burden to prove the alleged facts and omissions and the prevailing nature of the standards the Company shall have alleged are violated by such acts or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board of Directors, the Company shall notify the Executive that the Company intends to terminate the Executive's employment for Cause under this Section 4 (the "Confirmation Notice"). The Confirmation Notice shall specify the acts or omissions upon the basis of which the Board of Directors have confirmed the existence of Cause and must be delivered to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty Executive within ninety (20) days before and ending twenty (2090) days after such termination, shall mail written notice of such termination to the registered owners a majority of the voting trust certificatesBoard of Directors (excluding, at if applicable, the addresses appearing on the transfer books Executive) has actual knowledge of the Trusteesevents giving rise to such purported termination. After The Confirmation Notice shall also specify the date specified in any such notice (which shall not be no later earlier than thirty (30) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares date of the Conformation Notice.) If the Executive notifies the Company or other property distributable under in writing (the terms hereof upon the surrender of such voting trust certificates.
(b"Opportunity Notice") Within within thirty (30) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Board of Directors (or a sufficient quorum thereof) to discuss such acts or omissions. Such opportunity to meet with the Board of Directors shall be fixed and shall occur on a date selected by the Board of Directors (such date being not less than ten (10) nor more than forty-five (45) days after the Company receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of the Company or such other location as agreed to by the Executive and the Company. During the period commencing on the effective date of the termination and ending on the date next succeeding the date on which such meeting between the Board of Directors (or a sufficient quorum thereof) and the Executive is scheduled to occur and notwithstanding anything to the contrary in this Agreement, the Trustees Executive shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit suspended from employment with the Company share certificates representing (with pay to the number extent not prohibited by applicable law). If the Board of shares Directors properly set the date of such meeting and if the Board of Directors (or a sufficient quorum thereof) attends such meeting and other property) represented in good faith does not rescind its confirmation of Cause at such meeting or if the Executive fails to attend such meeting for any reason, the Executive's employment by the voting trust certificates then outstandingCompany shall, with authority immediately upon the closing for such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Company to deliver such share certificates (Confirmation Notice in the manner and other property) within the time period specified in exchange for voting trust certificates representing a like number of shares and for this Section 4.3, the Executive's employment with the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability shall, on the thirty-first day after the receipt by the Executive of the Trustees Confirmation Notice, be terminated for the delivery of such share certificates and the delivery or payment of dividends upon surrender Cause under this Section 4 effective as of the voting trust certificates shall cease, and date specified in the Trustees shall not be required to take any further action hereunderConfirmation Notice.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon the 31.1. Upon termination of this Agreement at Contract, CIS, in addition to any timeother rights provided in this Contract, may require the Vendor to deliver to the Purchaser or CIS any property or Software specifically produced or acquired for the performance of such part of this Contract as hereinafter providedhas been terminated. The sections for the Treatment of Assets shall apply in such property transfer.
31.2. Unless otherwise provided herein, the TrusteesPurchaser shall pay to the Vendor the agreed-upon price, if separately stated, for the Software or Services received by the Purchaser: PROVIDED THAT, In no event shall the Purchaser pay to the Vendor an amount greater than the Vendor would have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes section of this Contract. Purchaser may withhold from any amounts due the Vendor for such completed work or Services such sum as the Purchaser determines to be necessary to protect the Purchaser from potential loss or liability.
31.3. After receipt of a notice of termination, and except as otherwise directed by the CIS Contract Administrator, the Vendor shall:
31.3.1 Stop work under this Contract on the date, and to the extent specified, in the notice;
31.3.2 If termination is to the Software license purchase sections of this Contract, then Purchaser shall place no further orders and Vendor shall accept no further orders for additional Software license;
31.3.3 If termination is to the Software license, then except as otherwise agreed to by the parties, Purchaser shall, at such time as its option, surrender to Vendor or destroy and provide Vendor with a certificate signed by the Trustees may choose during Purchaser attesting to the period commencing twenty (20) days before destruction of all copies of the Licensed Software purchased pursuant to this Contract and ending twenty (20) days after such terminated by this section, remaining in the possession of Purchaser, its employees, or agents;
31.3.4 If termination is to the Maintenance and Support sections, Vendor shall complete all maintenance and support requests made prior to the date of notice of termination, shall mail written notice notwithstanding the effective date of such termination to the registered owners of the voting trust certificatestermination;
31.3.5 As soon as practicable, at the addresses appearing on the transfer books of the Trustees. After the date specified but in any such notice (which shall be no later event longer than thirty (30) calendar days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination)termination of orders and subcontracts, with the voting trust certificates approval or ratification of the Purchaser to the extent required, which approval or ratification shall cease be final for the purpose of this section;
31.3.6 Complete performance of such part of this Contract as shall not have been terminated by the CIS Contract Administrator;
31.3.7 Take such action as may be necessary, or as the Purchaser or CIS Contract Administrator may direct, for the protection and preservation of the property related to have any effectthis Contract which is in the possession of the Vendor and in which the Purchaser has or may acquire an interest;
31.3.8 Transfer title, excluding Licensed Software, to Purchaser and deliver in the manner, at the times, and to the holders of such voting trust certificates shall have no further rights under this Agreement other than extent directed by the CIS Contract Administrator, any property which is required to receive certificates for shares of be furnished to Purchaser; and
31.3.9 Provide written certification to the Company or other property distributable under Purchaser that the terms hereof upon Vendor has surrendered to the surrender of such voting trust certificatesPurchaser all said property.
(b) Within 31.4. The Vendor shall pay within thirty (30) calendar days after of notice the termination damages due Purchaser or CIS as the result of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Companytermination.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement the voting trust at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the outstanding voting trust certificates, certificates at the addresses address appearing on the transfer books of the Trustees. After From the date specified in any such notice (which date shall be no later than thirty (30fixed by the Trustees) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement voting trust other than to receive certificates for shares of stock of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) . Within thirty (30) 30 days after the termination of this voting trust, the Trustees shall deliver to the registered holders of all voting trust certificates outstanding as of the date of such termination, stock certificates for the number of shares of such class or classes of the Company's capital stock represented thereby as to which they shall be entitled upon the surrender for cancellation of such voting trust certificates, properly endorsed or accompanied by properly endorsed instruments of transfer, if appropriate, at the place designated by the Trustees, and after payment, if the Trustees so require, by the persons entitled to receive such stock certificates, of a sum sufficient to cover any stamp tax or governmental charge in respect of the transfer or delivery of such stock certificates. Such certificates or shares shall bear such legend referring to the restrictions on transfer of such shares as may be required by this Agreement, by law or otherwise. Thereupon, all liability of the Trustees for delivery of such certificates of shares shall terminate, and the voting trust certificates representing the beneficial interest in the shares so delivered by the Trustees shall be null and void. If upon such termination, one or more registered holders of outstanding voting trust certificates shall fail to surrender such voting trust certificates, or the Trustees for any reason shall be unable to comply with the provisions of the preceding paragraph, the Trustees may, at any time subsequent to 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share stock certificates representing the number of shares (and other property) of capital stock represented by the such voting trust certificates then outstandingcertificates, together with authority in writing to written instructions authorizing the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates representing a like number interest in the capital stock of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender themCompany; and upon such deposit deposit, all further liability of the Trustees for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action actions hereunder. Notwithstanding anything herein to the contrary, upon any extension of this voting trust as contemplated by Section 13 hereof, the shares of stock held herein with respect to which this voting trust is being extended shall continue to be held by the Trustees and/or their successor Trustees rather than being transferred to the registered holders of voting trust certificates in respect thereof for recontribution, and in such event no transfer of such shares shall be deemed to have occurred for any purpose.
Appears in 1 contract
Termination Procedure. In each case, in determining Cause the alleged acts or omissions of the Executive shall be measured against standards prevailing in the industry generally and the ultimate existence of Cause must be confirmed by not less than two-thirds of the Board of Directors (aexcluding the Executive) Subject at a meeting prior to any termination therefor; provided, however, that it shall be the Company's burden to prove the alleged facts and omissions and the prevailing nature of the standards the Company shall have alleged are violated by such acts or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board of Directors, the Company shall notify the Executive that the Company intends to terminate the Executive's employment for Cause under this Section 4 (the "Confirmation Notice"). The Confirmation Notice shall specify the acts or omissions upon the basis of which the Board of Directors have confirmed the existence of Cause and must be delivered to the provisions of Section 12, upon the termination of this Agreement at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty Executive within ninety (20) days before and ending twenty (2090) days after such termination, shall mail written notice of such termination to the registered owners a majority of the voting trust certificatesBoard of Directors (excluding, at if applicable, the addresses appearing on the transfer books Executive) has actual knowledge of the Trusteesevents giving rise to such purported termination. After The Confirmation Notice shall also specify the date specified in any such notice (which shall not be no later earlier than thirty (30) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares date of the Conformation Notice.) If the Executive notifies the Company or other property distributable under in writing (the terms hereof upon the surrender of such voting trust certificates.
(b"Opportunity Notice") Within within thirty (30) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Board of Directors (or a sufficient quorum thereof) to discuss such acts or omissions. Such opportunity to meet with the Board of Directors shall be fixed and shall occur on a date selected by the Board of Directors (such date being not less than ten (10) nor more than forty-five (45) days after the Company receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of the Company or such other location as agreed to by the Executive and the Company. During the period commencing on the effective date of the termination and ending on the date next succeeding the date on which such meeting between the Board of Directors (or a sufficient quorum thereof) and the Executive is scheduled to occur and notwithstanding anything to the contrary in this Agreement, the Trustees Executive shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit suspended from employment with the Company share certificates representing (with pay to the number extent not prohibited by applicable law). If the Board of shares Directors properly set the date of such meeting and if the Board of Directors (or a sufficient quorum thereof) attends such meeting and in good faith does not rescind its confirmation of Cause at such meeting or if the Executive fails to attend such meeting for any reason other property) represented than Disability (as defined in Section 8), the Executive's employment by the voting trust certificates then outstandingCompany shall, with authority immediately upon the closing for such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Company to deliver such share certificates (Confirmation Notice in the manner and other property) within the time period specified in exchange for voting trust certificates representing a like number of shares and for this Section 4.3, the Executive's employment with the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability shall, on the thirty-first day after the receipt by the Executive of the Trustees Confirmation Notice, be terminated for the delivery of such share certificates and the delivery or payment of dividends upon surrender Cause under this Section 4 effective as of the voting trust certificates shall cease, and date specified in the Trustees shall not be required to take any further action hereunderConfirmation Notice.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon In connection with the termination of this Agreement at any time, as hereinafter providedprovided in Section 12, the TrusteesTrustee, at such time as the Trustees Trustee may choose during the period commencing twenty thirty (2030) days before and ending twenty thirty (2030) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, Holders at the their addresses appearing on the transfer books of the TrusteesCertificate registry. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Certificates shall cease to have any effect, and the holders of such voting trust certificates Holders shall have no further rights under this Agreement other than to receive receive, upon the surrender of their Certificates, certificates for shares of the Company Shares or other property distributable under the terms hereof upon the surrender of such voting trust certificateshereof.
(b) Within thirty forty (3040) days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificatesHolders, certificates for the number of shares represented thereby (and Shares or other property then held hereunder)distributable under the terms hereof, upon the surrender thereof of the Voting Trust Certificates properly endorsed, such delivery to be made in each case at the office of the CompanyTrustee or to the Trustee at the address noted below.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such terminationthe termination of this Agreement, the Trustees Trustee may deposit Share certificates with the Company share certificates representing the number of shares (and other property) Shares of capital stock represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share Share certificates (and other property) in exchange for voting trust certificates Voting Trust Certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Shares. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share Share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. 16.1.1 The Party entitled to terminate this Agreement either on account of a Force Majeure Event or on account of an Event of Default shall do so by issue of a notice in writing (a“Termination Notice”) Subject to the other Party and simultaneously deliver a copy thereof to the Lenders. The Termination Notice Period shall not be more than 60 (sixty) days, (“Termination Period”) and at the expiry of the Termination Period, this Agreement shall stand terminated.
16.1.2 The Authority shall, if there are Senior Lenders, send a copy of its notice of intention to issue a Termination Notice referred to in Clause 32.1.2 to inform the Lenders' Representative and grant [15 (fifteen)] days to the Lenders' Representative, for making a representation on behalf of the Senior Lenders stating the intention to substitute the Licensee in accordance with the Substitution Agreement. In the event the Authority receives such representation on behalf of Senior Lenders, it shall, in its discretion, either withhold Termination for a period not exceeding [180 (one hundred and eighty)] days from the date of such representation or exercise its right of Suspension, as the case may be, for enabling the Lenders' Representative to exercise the Senior Lenders' right of substitution in accordance with the Substitution Agreement. Provided that the Lenders' Representative may, instead of exercising the Senior Lenders' right of substitution, procure that the default specified in the notice is cured within the aforesaid period of [180 (one hundred and eighty)] days, and upon such curing thereof, the Authority shall withdraw its notice referred to above and restore all the rights of the Licensee: Provided further that upon written request from the Lenders' Representative and the Licensee, the Authority shall extend the aforesaid period of [180 (one hundred and eighty)] days by such further period not exceeding [90 (ninety)] days, as the Authority may deem appropriate.
16.1.3 Without prejudice to any other right or remedy which the Licensee may have under this Agreement, upon occurrence of a Authority Default, the Licensee shall, subject to the provisions of Section 12the Substitution Agreement, upon the termination of be entitled to terminate this Agreement at any time, as hereinafter providedby issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice, the Trustees, at such time as Licensee shall by a notice inform the Trustees may choose during Authority of its intention to issue the period commencing twenty Termination Notice and grant 45 (20forty five) days before to the Authority to make a representation, and ending twenty may after the expiry of such 45 (20forty five) days after such terminationdays, shall mail written notice whether or not it is in receipt of such termination representation, issue the Termination Notice. Any such Notice shall, in addition to the registered owners of the voting trust certificates, at the addresses appearing on the transfer books of the Trustees. After the date specified in any such notice (which shall be no later than thirty (30) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) Within thirty (30) days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery a hard copy to be made in each case submitted at the office of the Company.
indicated in Section 18.5, be also sent in digital format (csigned and scanned copies) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) represented by the voting trust certificates then outstanding, with authority email id provided in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.Section 18.5
Appears in 1 contract
Samples: License Agreement
Termination Procedure. (a) Subject to the provisions of Section 12, upon the 26.1 Upon termination of this Agreement at Contract, CIS, in addition to any timeother rights provided in this Contract, may require the Vendor to deliver to the Purchaser or CIS any property or Software specifically produced or acquired for the performance of such part of this Contract as hereinafter providedhas been terminated. The sections for the Treatment of Assets shall apply in such property transfer.
26.2 Unless otherwise provided herein, the TrusteesPurchaser shall pay to the Vendor the agreed-upon price, if separately stated, for the Software or Services received by the Purchaser: PROVIDED THAT, In no event shall the Purchaser pay to the Vendor an amount greater than the Vendor would have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes section of this Contract. Purchaser may withhold from any amounts due the Vendor for such completed work or Services such sum as the Purchaser determines to be necessary to protect the Purchaser from potential loss or liability.
26.3 After receipt of a notice of termination, and except as otherwise directed by the CIS Contract Administrator, the Vendor shall:
a) Stop work under this Contract on the date, and to the extent specified, in the notice;
b) If termination is to the Software license purchase sections of this Contract, then Purchaser shall place no further orders and Vendor shall accept no further orders for additional Software license;
c) If termination is to the Software license, then except as otherwise agreed to by the parties, Purchaser shall, at such time as its option, surrender to Vendor or destroy and provide Vendor with a certificate signed by the Trustees may choose during Purchaser attesting to the period commencing twenty (20destruction of all copies of the Licensed Software purchased pursuant to this Contract and terminated by this section, remaining in the possession of Purchaser, its employees, or agents;
d) days before If termination is to the Maintenance and ending twenty (20) days after such Support sections, Vendor shall complete all maintenance and support requests made prior to the date of notice of termination, shall mail written notice notwithstanding the effective date of such termination to the registered owners of the voting trust certificatestermination;
e) As soon as practicable, at the addresses appearing on the transfer books of the Trustees. After the date specified but in any such notice (which shall be no later event longer than thirty (30) calendar days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination)termination of orders and subcontracts, with the voting trust certificates approval or ratification of the Purchaser to the extent required, which approval or ratification shall cease be final for the purpose of this section;
f) Complete performance of such part of this Contract as shall not have been terminated by the CIS Contract Administrator;
g) Take such action as may be necessary, or as the Purchaser or CIS Contract Administrator may direct, for the protection and preservation of the property related to have any effectthis Contract which is in the possession of the Vendor and in which the Purchaser has or may acquire an interest;
h) Transfer title, excluding Licensed Software, to Purchaser and deliver in the manner, at the times, and to the holders of such voting trust certificates shall have no further rights under this Agreement other than extent directed by the CIS Contract Administrator, any property which is required to receive certificates for shares of be furnished to Purchaser; and
i) Provide written certification to the Company or other property distributable under Purchaser that the terms hereof upon Vendor has surrendered to the surrender of such voting trust certificatesPurchaser all said property.
(b) Within 26.4 The Vendor shall pay within thirty (30) calendar days after of notice the termination damages due Purchaser or CIS as the result of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Companytermination.
(c) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share certificates representing the number of shares (and other property) represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit all further liability of the Trustees for the delivery of such share certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action hereunder.
Appears in 1 contract
Samples: Contract for Computerized Maintenance Management System
Termination Procedure. (a) Subject to the provisions of Section 12, upon a. Upon the termination of this Agreement at any time, as hereinafter providedprovided below, the TrusteesTrustee, at such time as the Trustees he may choose during the period commencing twenty sixty (2060) days before and the ending twenty sixty (2060) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, at the addresses appearing on the Trustee’s transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company Company’s stock or other property distributable under the terms hereof of this Agreement and upon the surrender of such voting trust certificates.
b. Within ninety (b) Within thirty (3090) days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares of the Company’s capital stock represented thereby (and other property then held hereunder)thereby, upon the surrender thereof of such voting trust certificates properly endorsed, such delivery to be made in each case at the office of the CompanyTrustee’s office.
(c) At x. Xx any time subsequent to ninety (90) days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) of capital stock represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for of the Company to call upon and require all holders capital stock of voting trust certificates to so surrender them; and upon the Company. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Samples: Voting Trust Agreement
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he/it may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesTrust Interests, at the addresses appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Trust Interests shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company Transit Management, Inc. Shares or other property distributable under the terms hereof and upon the surrender of such voting trust certificatesTrust Certificates, if issued.
(b) Within thirty (30) 30 days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificatesTrust Interests, (1) certificates for the number of shares Transit Management, Inc. Shares represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office Trustee's office; or (ii) payment in an amount equal to the registered holder' pro rata share of the Companynet proceeds payable from the sale of the Transit Management, Inc. Shares.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) Transit Management, Inc. Shares represented by the voting trust certificates Trust interests then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates Trust Interests representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Transit Management, Inc. Shares. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement the voting trust at --------------------- any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the outstanding voting trust certificates, certificates at the addresses address appearing on the transfer books of the Trustees. After From the date specified in any such notice (which date shall be no later than thirty (30fixed by the Trustees) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement voting trust other than to receive certificates for shares of stock of the Company or any Additional Issuer or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) . Within thirty (30) 30 days after the termination of this voting trust, the Trustees shall deliver to the registered holders of all voting trust certificates outstanding as of the date of such termination, stock certificates for the number of shares of such class or classes of the Company's or any Additional Issuer's capital stock or other equity interest represented thereby as to which they shall be entitled upon the surrender for cancellation of such voting trust certificates, properly endorsed or accompanied by properly endorsed instruments of transfer, if appropriate, at the place designated by the Trustees, and after payment, if the Trustees so require, by the persons entitled to receive such stock certificates, of a sum sufficient to cover any stamp tax or governmental charge in respect of the transfer or delivery of such stock certificates. Such certificates or shares shall bear such legend referring to the restrictions on transfer of such shares as may be required by this Agreement, by law or otherwise. Thereupon, all liability of the Trustees for delivery of such certificates of shares shall terminate, and the voting trust certificates representing the beneficial interest in the shares so delivered by the Trustees shall be null and void. If upon such termination, one or more registered holders of outstanding voting trust certificates shall fail to surrender such voting trust certificates, or the Trustees for any reason shall be unable to comply with the provisions of the preceding paragraph, the Trustees may, at any time subsequent to 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby deposit (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(cx) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share stock certificates representing the number of shares (and of capital stock or other property) equity interest represented by the such voting trust certificates then outstandingcertificates, together with authority in writing to written instructions authorizing the Company to deliver to the applicable registered holder such share stock certificates (and other property) representing stock in the Company in exchange for voting trust certificates representing a like interest in the capital stock of the Company and (y) with each Additional Issuer stock certificates representing the number of shares and of capital stock or other equity interest in such Additional Issuer represented by such voting trust certificates, together with written instructions authorizing such Additional Issuer to deliver to the applicable registered holder such stock certificates representing capital stock or other equity interest in such Additional Issuer in exchange for the Company to call upon and require all holders of voting trust certificates to so surrender themrepresenting a like interest in the capital stock or other equity interest of such Additional Issuer; and upon such deposit deposit, all further liability of the Trustees for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action actions hereunder. Notwithstanding anything herein to the contrary, upon any extension of this voting trust as contemplated by Section 13 hereof, the shares of stock held herein with respect to which this voting trust is being extended shall continue to be held by the Trustees and/or their successor Trustees rather than being transferred to the registered holders of voting trust certificates in respect thereof for recontribution, and in such event no transfer of such shares shall be deemed to have occurred for any purpose.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Trust --------------------- Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, at the addresses appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Trust Agreement other than to receive certificates for shares of the Company Company's stock or other property distributable under the terms hereof and upon the surrender of such voting trust certificates.
(b) Within thirty (30) 30 days after the termination of this Trust Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares of the Company's capital stock represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the CompanyTrustee's office.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationTrust Agreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) of capital stock represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for of the Company to call upon and require all holders capital stock of voting trust certificates to so surrender them; and upon the Company. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter providedAgreement, the TrusteesTrustee, at such time as the Trustees he may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesShareholders, at the addresses address appearing on the transfer books of the TrusteesTrustee. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates certificate shall cease to have any effect, and the holders of such voting trust certificates Shareholders shall have no further rights under this Agreement other than to receive certificates the certificate for the shares of the Company or other property distributable under the terms hereof and upon the surrender of such voting trust certificatescertificate.
(b) Within thirty (30) days after the termination of this Agreement, the Trustees Trustee shall deliver, deliver to the registered holders of all voting trust certificatesShareholder, certificates for the number of shares of the Company represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly of such voting trust certificate duly endorsed, such delivery to be made in each case at the office of place designated by the CompanyTrustee.
(c) At any time subsequent to following the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees may Trustee shall deposit with the Company share stock certificates representing for the number of shares (and other property) of capital stock represented by the voting trust certificates certificate then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for the voting trust certificates certificate representing a like number of shares and for of the Company to call upon and require all holders capital stock of voting trust certificates to so surrender them; and upon the Company. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates certificate shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
(d) Notwithstanding the foregoing, upon notification of intent to sell on the open market or upon a bona fide judicial settlement, the Trustee shall deliver within 48 hours the Securities so as to permit such sale upon delivery of documentation reasonably satisfactory to the Trustee evidencing shareholders intent for open market sale of the securities or a bona fide judicial settlement.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificates, at the addresses address appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which dates shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company Company's stock or other property distributable under the terms hereof and upon the surrender of such voting trust certificates.
(b) Within thirty (30) 30 days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares of the Company's capital stock represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the CompanyTrustee's office.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share sock certificates representing the number of shares (and other property) of capital stock represented by the voting trust certificates then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates representing a like number of shares and for of the Company to call upon and require all holders capital stock of voting trust certificates to so surrender them; and upon the Company. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Voting Trust Agreement at any time, as hereinafter providedprovided in Section 7 hereof, the TrusteesTrustee, at such time as the Trustees Trustee may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesVoting Trust Certificates, at the addresses appearing on the transfer books of the TrusteesTrustee. After From the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the holders of such voting trust certificates Voting Trust Certificates shall have no further rights under this Voting Trust Agreement other than to receive certificates for shares of the Company Securities or other property to the extent distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) this Voting Trust Agreement. Within thirty (30) days after the termination of this Voting Trust Agreement, the Trustees Trustee shall deliver, instruct the Company’s transfer agent (the “Transfer Agent”) to deliver to the registered holders of all voting trust certificatesVoting Trust Certificates, certificates for the number of shares of the Securities represented thereby (and or other property then held hereunder)as specified under the terms hereof, upon the surrender thereof of such Voting Trust Certificates properly endorsed, such delivery to be made in each case at the designated office of the Trustee; provided that the Trustee shall not be held liable for the Company.
(c) ’s refusal to provide to the Transfer Agent any documents requested by the Transfer Agent to effect the issuance or delivery of the aforementioned certificates. At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such terminationthe termination of this Voting Trust Agreement, the Trustees Trustee may deposit Securities with the Company share certificates representing equal to the number of shares (and other property) Securities represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share certificates (and other property) the Securities in exchange for voting trust certificates representing a like number of shares and for the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon such deposit Voting Trust Certificates. Upon such deposit, all further liability of the Trustees Trustee for the delivery of such share certificates the Securities and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement at any time, as hereinafter provided, the TrusteesTrustee, at such time as the Trustees he may choose during the period commencing twenty (20) 20 days before and ending twenty (20) 20 days after such termination, shall mail written notice of such termination to the registered owners of the voting trust certificatesVoting Trust Certificates, at the addresses appearing on the Trustee's transfer books of the Trusteesbooks. After the date specified in any such notice (which date shall be no later than thirty (30) days after such terminationfixed by the Trustee), the voting trust certificates Voting Trust Certificates shall cease to have any effect, and the their holders of such voting trust certificates shall have no further rights under this Agreement other than to receive certificates for shares of the Company Shares or other property distributable under the terms hereof and upon the surrender of such voting trust certificatesVoting Trust Certificates.
(b) Within thirty (30) 30 days after the termination of this Agreement, the Trustees Trustee shall deliver, to the registered holders of all voting trust certificatesVoting Trust Certificates, certificates for the number of shares Shares represented thereby (and other property then held hereunder)thereby, upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the CompanyTrustee's office.
(c) At any time subsequent to 30 days after the termination of this Agreement and prior to thirty (30) days after such terminationAgreement, the Trustees Trustee may deposit with the Company share stock certificates representing the number of shares (and other property) Shares represented by the voting trust certificates Voting Trust Certificates then outstanding, with authority in writing to the Company to deliver such share stock certificates (and other property) in exchange for voting trust certificates Voting Trust Certificates representing a like number of shares and for Shares of the Company to call upon and require all holders of voting trust certificates to so surrender them; and upon Company. Upon such deposit all further liability of the Trustees Trustee for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates Voting Trust Certificates shall cease, and the Trustees Trustee shall not be required to take any further action hereunder.
Appears in 1 contract
Samples: Voting Trust Agreement (American Aircarriers Support Inc)
Termination Procedure. (a) Subject to the provisions of Section 12, upon Upon the termination of this Agreement the voting trust at any time, as hereinafter provided, the Trustees, at such time as the Trustees may choose during the period commencing twenty (20) days before and ending twenty (20) days after such termination, shall mail written notice of such termination to the registered owners of the outstanding voting trust certificates, certificates at the addresses address appearing on the transfer books of the Trustees. After From the date specified in any such notice (which date shall be no later than thirty (30fixed by the Trustees) days after such termination), the voting trust certificates shall cease to have any effect, and the holders of such voting trust certificates shall have no further rights under this Agreement voting trust other than to receive certificates for shares of stock of the Company or any Additional Issuer or other property distributable under the terms hereof upon the surrender of such voting trust certificates.
(b) . Within thirty (30) 30 days after the termination of this voting trust, the Trustees shall deliver to the registered holders of all voting trust certificates outstanding as of the date of such termination, stock certificates for the number of shares of such class or classes of the Company's or any Additional Issuer's capital stock or other equity interest represented thereby as to which they shall be entitled upon the surrender for cancellation of such voting trust certificates, properly endorsed or accompanied by properly endorsed instruments of transfer, if appropriate, at the place designated by the Trustees, and after payment, if the Trustees so require, by the persons entitled to receive such stock certificates, of a sum sufficient to cover any stamp tax or governmental charge in respect of the transfer or delivery of such stock certificates. Such certificates or shares shall bear such legend referring to the restrictions on transfer of such shares as may be required by this Agreement, by law or otherwise. Thereupon, all liability of the Trustees for delivery of such certificates of shares shall terminate, and the voting trust certificates representing the beneficial interest in the shares so delivered by the Trustees shall be null and void. If upon such termination, one or more registered holders of outstanding voting trust certificates shall fail to surrender such voting trust certificates, or the Trustees for any reason shall be unable to comply with the provisions of the preceding paragraph, the Trustees may, at any time subsequent to 30 days after the termination of this Agreement, the Trustees shall deliver, to the registered holders of all voting trust certificates, certificates for the number of shares represented thereby deposit (and other property then held hereunder), upon the surrender thereof properly endorsed, such delivery to be made in each case at the office of the Company.
(cx) At any time subsequent to the termination of this Agreement and prior to thirty (30) days after such termination, the Trustees may deposit with the Company share stock certificates representing the number of shares (and of capital stock or other property) equity interest represented by the such voting trust certificates then outstandingcertificates, together with authority in writing to written instructions authorizing the Company to deliver to the applicable registered holder such share stock certificates (and other property) representing stock in the Company in exchange for voting trust certificates representing a like interest in the capital stock of the Company and (y) with each Additional Issuer stock certificates representing the number of shares and of capital stock or other equity interest in such Additional Issuer represented by such voting trust certificates, together with written instructions authorizing such Additional Issuer to deliver to the applicable registered holder such stock certificates representing capital stock or other equity interest in such Additional Issuer in exchange for the Company to call upon and require all holders of voting trust certificates to so surrender themrepresenting a like interest in the capital stock or other equity interest of such Additional Issuer; and upon such deposit deposit, all further liability of the Trustees for the delivery of such share stock certificates and the delivery or payment of dividends upon surrender of the voting trust certificates shall cease, and the Trustees shall not be required to take any further action actions hereunder. Notwithstanding anything herein to the contrary, upon any extension of this voting trust as contemplated by Section 13 hereof, the shares of stock held herein with respect to which this voting trust is being extended shall continue to be held by the Trustees and/or their successor Trustees rather than being transferred to the registered holders of voting trust certificates in respect thereof for recontribution, and in such event no transfer of such shares shall be deemed to have occurred for any purpose.
Appears in 1 contract
