Common use of Transfer of Certificates Clause in Contracts

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto.

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreementtransferability, shall be transferable at the principal office of the Company Trustees (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section belowSection. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates certificate representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no No transfer of voting trust certificates shall cause in any way remove the shares represented by such certificate or certificates to be distributable to the transferee from being held by the Trustees or otherwise cause the provisions of under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto.

Transfer of Certificates. (a) The Transfer of any voting trust certificate (including without limitation any sale, assignment, donation, pledge, encumbrance, grant of a security interest, hypothecation or other transfer or disposition) shall be subject to the restrictions set forth in Subsection 2.2 and Section 3 of the AASI and any restrictions, provisions and conditions applicable to the Common Stock which it represents, whether imposed by law, by the Company's Articles of Incorporation, as amended, specified on such stock certificates, if in this Agreement, the AASI or any other agreements among the parties hereto. Any attempted transfer in violation of such restrictions, provisions and other conditions shall be void AB INITIO and the Trustees shall not register such transfer or recognize the intended transferee as the holder of the voting trust certificate for any purpose. To the extent permitted by law, voting trust certificates shall not be subject to attachment, garnishment, judicial order, levy, execution or similar process, however instituted, for satisfaction of a judgment or otherwise. Subject to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitationprovisions of the foregoing paragraph, the Shareholders’ Agreement, voting trust certificates shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, at such office as the Trustees may designate, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates registered holder as the owners of said voting trust certificates owner thereof for all purposes whatsoever. As a condition , but they shall not be required to making any transfer or delivery deliver new voting trust certificates hereunder without the surrender of such existing voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of If a voting trust certificate is lost, stolen, mutilated or destroyed, the Trustees, in their discretion, may issue a duplicate of such certificate upon receipt of (a) evidence of such fact satisfactory to them; (b) indemnity satisfactory to them, including, without limitation, an indemnity bond, sufficient in the judgment of the Trustees, to protect the Trustees, or any agent, from any loss which any of them may suffer if a Voting Trust Certificate is replaced; (c) the existing certificate, does hereby consent to be bound by if mutilated; and (d) their reasonable fees and expenses in connection with the terms issuance of this Agreement, and upon becoming a holder of voting new trust certificates shall be deemed to be a party hereto as though an original signatory heretocertificate.

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, VT Certificates shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, Voting Trustee by the registered owner holder thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, thereof according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, Voting Trustee; and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees Voting Trustee may treat the record holders registered holder of voting trust certificates a VT Certificate as the owners of said voting trust certificates owner thereof for all purposes whatsoever, but the Voting Trustee shall not be required to deliver certificates representing the Stock without the surrender of the VT Certificates issued in respect of such Stock. As Every transferee of a VT Certificate or VT Certificates issued hereunder, or of all or any part of the rights under such VT Certificates, or of all or any part of the rights related to the shares of Stock represented by such VT Certificates shall, by the acceptance thereof, become a party to this Agreement and shall be bound by the terms and provisions of this Agreement to the same full extent as if such person were an original party hereto. The VT Certificates to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, including Illinois, in reliance on exemptions contained therein. The Stockholders represent that they are acquiring the VT Certificates to be issued to them hereunder for their own account and for investment purposes only, and not with a view to resale or further distribution thereof in whole or in part. The holders of any VT Certificates issued hereunder agree that they will not sell or otherwise transfer any of such VT Certificates or any rights thereunder except in accordance with the provisions of any applicable law, including the Securities Act, any applicable state securities laws, and any rules or regulations thereunder. In order to ensure compliance with such laws, as a condition to of making or permitting any transfer or delivery of voting trust certificatesthe VT Certificates hereunder or of any rights thereunder, the Trustees Voting Trustee may require compliance by the transferee with to deliver written representations of the transferee similar to the representations of the Stockholders contained herein and may further require the delivery of a written opinion, addressed to the Voting Trustee, of counsel satisfactory to the Voting Trustee to the effect either that the VT Certificates, or rights thereunder, proposed to be transferred have been duly registered under the Securities Act and any applicable federal state securities law or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, that no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretoregistration is required.

Transfer of Certificates. (a) The voting trust certificatesTransfer of any Voting Trust Certificate shall be subject to any restrictions, if provisions and conditions applicable to the extent transferable under applicable securities law Common Stock which it represents, whether imposed by law, specified on such stock certificates or under specified in this Agreement or in any agreement restricting transferability including, without limitationother agreement. Subject to the foregoing, the Shareholders’ Agreement, Voting Trust Certificates shall be freely transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, at such office as the Trustees may designate, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates Voting Trust Certificates is so permitted, the holder Holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Voting Trust Certificates being transferred, and shall surrender to the Trustees Trustee the voting trust certificate Voting Trust Certificate or certificates representing such sharesVoting Trust Certificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustee, upon receipt of such notice and voting trust certificate(sVoting Trust Certificate(s), shall transfer the voting trust certificates Voting Trust Certificate(s) on the voting trust certificate Voting Trust Certificate registry and issue a new voting trust certificate Voting Trust Certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Voting Trust Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesVoting Trust Certificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as otherwise provided in subparagraph 4(b) belowthis Agreement, no transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Trust Shares represented by such certificate or certificates to be distributable to the transferee Voting Trust Certificate from being held by the Trustees or otherwise cause the provisions of Trustee under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustee, and shall in addition deposit with the Trustee indemnity satisfactory to the Trustees. Nothing set forth herein shall be deemed to limit the ability of the Stockholders to grant a pledge of the Voting Trust Certificates to any person.

Transfer of Certificates. (a) The voting trust certificatesTransfer of any Voting Trust Certificate shall be subject to any restrictions, if provisions and conditions applicable to the extent transferable under applicable securities law Common Stock which it represents, whether imposed by law, specified on such stock certificates or under specified in this Agreement or in any agreement restricting transferability including, without limitationother agreement. Subject to the foregoing, the Shareholders’ Agreement, Voting Trust Certificates shall be freely transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the TrusteesTrustee, at such office as the Trustee may designate, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section belowTrustee. If a transfer of voting trust certificates Voting Trust Certificates is so permitted, the holder Holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Voting Trust Certificates being transferred, and shall surrender to the Trustees Trustee the voting trust certificate Voting Trust Certificate or certificates representing such sharesVoting Trust Certificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustee, upon receipt of such notice and voting trust certificate(sVoting Trust Certificate(s), shall transfer the voting trust certificates Voting Trust Certificate(s) on the voting trust certificate Voting Trust Certificate registry and issue a new voting trust certificate Voting Trust Certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Voting Trust Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesVoting Trust Certificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as otherwise provided in subparagraph 4(b) belowthis Agreement, no transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Trust Shares represented by such certificate or certificates to be distributable to the transferee Voting Trust Certificate from being held by the Trustees or otherwise cause the provisions of Trustee under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustee, and shall in addition deposit with the Trustee indemnity satisfactory to the Trustee. Nothing set forth herein shall be deemed to limit the ability of the Stockholders to grant a pledge of the Voting Trust Certificates to any person.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan. By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan. The voting trust certificates, if Owner Trustee shall have no duty to independently determine that the requirement in (iii) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the extent transferable under applicable securities law transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office portion of the Company (and at beneficial interest in the Issuer evidenced by such other office as Certificate upon surrender thereof to the Trustees may designate by an instrument in writing signed Owner Trustee accompanied by the Trustees and sent documents required by mail to the this Section. Such transfer may be made by a registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either Certificateholder in person or by his attorney thereto duly authorized, authorized in writing upon surrender thereof, according of the Certificate to the rules established for that purpose Owner Trustee accompanied by the Trustees, subject to the provisions set forth in this Section below. If a written instrument of transfer and with such signature guarantees and evidence of voting trust certificates is so permitted, the holder shall notify the Trustees authority of the details Persons signing the instrument of such transfer, including transfer as the name, address and social security number of Owner Trustee may reasonably require. Promptly upon the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by Person in whose name any Certificate is registered as the transferee with any applicable federal or state statute and sole owner of the payment of a sum sufficient to pay for any stamp tax or other governmental charge beneficial interest in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented Issuer evidenced by such certificate or certificates to Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be distributable affected by notice to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretocontrary.

Transfer of Certificates. (a) The Transfer of any voting trust certificatescertificate shall be subject to any restrictions, if provisions and conditions applicable to the extent transferable under applicable securities law stock which it represents, whether imposed by law, specified on such stock certificates or under specified in this Agreement or in any other agreement restricting transferability including, without limitation, the Shareholders’ Founding Stockholders' Agreement dated as of May 6, 1997 (as amended, the "Founding Stockholders' Agreement") between the Company and each Shareholder, as defined therein, which Agreement each party hereto represents is a valid and binding obligation of such party, enforceable against such party in accordance with its terms. The Company hereby confirms its consent pursuant to the terms of the Founding Stockholders' Agreement to the transfer on or before the date of execution of this Agreement of up to 1,800,000 Shares by Subramaniam to the Partnership and the subsequent transfer by the Partnership to the Geneva Trust of all Shares transferred by Subramaniam to the Partnership, which Shares are subject to the Founding Stockholders' Agreement and this Agreement. Subject to the foregoing, the voting trust certificates shall be freely transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the TrusteesTrustee, at such office as the Trustee may designate, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transferTrustee, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates registered holder as the owners of said voting trust certificates owner thereof for all purposes whatsoever. As a condition , but the Trustee shall not be required to making any transfer or delivery deliver new voting trust certificates hereunder without the surrender of such existing voting trust certificates. If a voting trust certificate is lost, stolen, mutilated or destroyed, the Trustees Trustee, in its discretion, may require compliance by issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to it; (b) indemnity satisfactory to it; (c) the transferee existing certificate, if mutilated; and (d) the Trustee's reasonable fees and expenses in connection with any applicable federal or state statute and the payment issuance of a sum sufficient new trust certificate. The Trustee shall not be required to pay for recognize any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificatecertificate not made in accordance with the provisions hereof, does hereby consent unless the person claiming such ownership shall have produced indicia of title satisfactory to be bound by the terms Trustee and shall, in addition, deposit with the Trustee indemnity satisfactory to them. After termination of the Founding Stockholders' Agreement and this AgreementAgreement in accordance with their respective terms, upon written request from a Stockholder to transfer Shares, if the Company's securities are then publicly traded and upon becoming a holder Rule 144 promulgated under the Securities Act of voting trust certificates shall be deemed 1933, as amended (the "Securities Act"), is then available to be a party hereto as though an original signatory heretothe Company, the Company will accept the legal opinion of counsel to such Stockholder if such counsel is experienced in securities law matters, that such transfer complies with the applicable provisions of Rule 144.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly 5 Amended and Restated Trust Agreement (USAA 20[ ]-[ ]) traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan. By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan. The voting trust certificates, if Owner Trustee shall have no duty to independently determine that the requirement in (iii) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the extent transferable under applicable securities law transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office portion of the Company (and at beneficial interest in the Issuer evidenced by such other office as Certificate upon surrender thereof to the Trustees may designate by an instrument in writing signed Owner Trustee accompanied by the Trustees and sent documents required by mail to the this Section 3.5. Such transfer may be made by a registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either Certificateholder in person or by his attorney thereto duly authorized, authorized in writing upon surrender thereof, according of the Certificate to the rules established for that purpose Owner Trustee accompanied by the Trustees, subject to the provisions set forth in this Section below. If a written instrument of transfer and with such signature guarantees and evidence of voting trust certificates is so permitted, the holder shall notify the Trustees authority of the details Persons signing the instrument of such transfer, including transfer as the name, address and social security number of Owner Trustee may reasonably require. Promptly upon the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by Person in whose name any Certificate is registered as the transferee with any applicable federal or state statute and sole owner of the payment of a sum sufficient to pay for any stamp tax or other governmental charge beneficial interest in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented Issuer evidenced by such certificate or certificates to Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be distributable affected by notice to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretocontrary.

Transfer of Certificates. The Regular Trustees shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but only upon payment (awith such indemnity as the Regular Trustees may require) The voting trust certificates, if and in respect of any tax or other government charges that may be imposed in relation to the extent transferable under applicable securities law or under it. Upon surrender for registration of transfer of any agreement restricting transferability including, without limitationCertificate, the Shareholders’ AgreementRegular Trustees shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer or exchange, [or for conversion] or redemption, shall be transferable at accompanied by a written instrument of transfer in form satisfactory to the principal office of the Company (Registrar and at such other office as the Regular Trustees may designate by an instrument in writing signed duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange, or for redemption [or conversion], shall be canceled by the Regular Trustees and sent (in the case of Common Securities) or by mail the Institutional Trustee (in the case of Trust Preferred Securities). A transferee of a Certificate shall be entitled to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, rights and subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment obligations of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause Holder hereunder upon the shares represented receipt by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificateCertificate. By acceptance of a Certificate, does hereby consent each transferee shall be deemed to have agreed to be bound by this Declaration. The Regular Trustees will not be required to register the terms transfer of this Agreement, and upon becoming a holder or exchange any Securities during the period beginning at the opening of voting trust certificates shall be deemed business 15 days before the selection of any Securities to be redeemed (unless all of the outstanding Securities are called for redemption) and ending at the close of business on the day of that selection or register the transfer of or exchange any Securities, or portions thereof, called for redemption, except the unredeemed portion of any Security being redeemed in part. In the event that any Securities are not held in book-entry form, Holders will be required to surrender certificates evidencing such Securities to a party hereto as though an original signatory heretoPaying Agent [or Conversion Agent] in order to receive payments due upon redemption [or in order to convert such Securities, respectively].

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreementtransferability, shall be transferable at the principal office of the Company Trustee (and at such other office as the Trustees Trustee may designate by an instrument in writing signed by the Trustees Trustee and sent by mail to the registered holders of voting trust certificates), on the books of the TrusteesTrustee, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the TrusteesTrustee, subject to the provisions set forth in this Section Paragraph below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security taxpayer identification number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees Trustee the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees Trustee shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates certificate(s) on the voting trust certificate registry and issue a new voting trust certificate to the transfereetransferee and, the extent that a portion of the shares represented by such voting trust certificate or certificates is retained by the transferor, issue a new voting trust certificate to the transferor. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto.to

Transfer of Certificates. (a) The voting trust certificatesAny Certificateholder may assign, if convey or otherwise transfer all or any of its right, title and to interest in the extent transferable under applicable securities law or under any agreement restricting transferability includingrelated Certificate; provided, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office that (i) such transferee is either an Affiliate of the Company Seller or is a Qualified Institutional Buyer, (ii) the Owner Trustee and at the Issuer receive an Opinion of Counsel stating that, in the opinion of such other office counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes and (iii) such Certificate may not be acquired by or for the Trustees may designate by an instrument in writing signed by account of or with the Trustees assets of a Benefit Plan. By accepting and sent by mail to the registered holders of voting trust certificatesholding a Certificate (or any interest therein), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder thereof shall notify be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Trustees Certificate (or any interest therein) on behalf of a Benefit Plan. The Owner Trustee shall have no duty to independently determine that the details requirement in (iii) above is met and shall incur no liability to any Person in the event the holder of a Certificate does not comply with such transferrestrictions. Subject to the transfer restrictions contained herein and in the Certificate, including the name, address and social security number any Certificateholder may transfer all or any portion of the transferee and number of shares as to which the beneficial interest is being transferred, and shall in the Issuer evidenced by such Certificate upon surrender thereof to the Trustees Owner Trustee accompanied by the voting trust certificate documents required by this Section. Such transfer may be made by a registered Certificateholder in Person or certificates representing by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such shares, properly endorsed for transfer, signature guarantees and evidence of authority of the Trustees shall, Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by Person in whose name any Certificate is registered as the transferee with any applicable federal or state statute and sole owner of the payment of a sum sufficient to pay for any stamp tax or other governmental charge beneficial interest in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented Issuer evidenced by such certificate or certificates to Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be distributable affected by notice to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretocontrary.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan. By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan. The voting trust certificates, if Owner Trustee shall have no duty to independently determine that the requirement in (iii) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the extent transferable under applicable securities law transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office portion of the Company (and at beneficial interest in the Issuer evidenced by such other office as Certificate upon surrender thereof to the Trustees may designate by an instrument in writing signed Owner Trustee accompanied by the Trustees and sent documents required by mail to the this Section 3.5. Such transfer may be made by a registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either Certificateholder in person or by his attorney thereto duly authorized, authorized in writing upon surrender thereof, according of the Certificate to the rules established for that purpose Owner Trustee accompanied by the Trustees, subject to the provisions set forth in this Section below. If a written instrument of transfer and with such signature guarantees and evidence of voting trust certificates is so permitted, the holder shall notify the Trustees authority of the details Persons signing the instrument of such transfer, including transfer as the name, address and social security number of Owner Trustee may reasonably require. Promptly upon the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by Person in whose name any Certificate is registered as the transferee with any applicable federal or state statute and sole owner of the payment of a sum sufficient to pay for any stamp tax or other governmental charge beneficial interest in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented Issuer evidenced by such certificate or certificates to Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be distributable affected by notice to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretocontrary.

Transfer of Certificates. (a) The voting trust certificatesCertificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability transferability, including, without limitation, the ShareholdersStockholders’ Agreement, shall be transferable at the principal office of the Company Trustees (and or at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificatesHolders), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorizedauthorized attorney, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth below in this Section belowSection. If a transfer of voting trust certificates Certificates is so permitted, the holder Holder shall notify the Trustees of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Certificates being transferred, and shall surrender to the Trustees the voting trust certificate Certificate or certificates representing such sharesCertificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustees, upon receipt of such notice and voting trust certificate(sCertificate(s), shall transfer the voting trust certificates Certificate(s) on the voting trust certificate Certificate registry and issue a new voting trust certificate Certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesCertificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no No transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Shares represented by such certificate or certificates to be distributable to the transferee Certificate from being held by the Trustees or otherwise cause the provisions of under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. The Trustees shall not be required to recognize any transfer of a Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) The voting trust certificatesCertificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability transferability, including, without limitation, the Shareholders’ ' Agreement, shall be transferable at the principal office of the Company Trustee (and or at such other office as the Trustees Trustee may designate by an instrument in writing signed by the Trustees Trustee and sent by mail to the registered holders of voting trust certificatesHolders), on the books of the TrusteesTrustee, by the registered owner thereof, either in person or by attorney thereto duly authorizedauthorized attorney, upon surrender thereof, according to the rules established for that purpose by the TrusteesTrustee, subject to the provisions set forth below in this Section belowSection. If a transfer of voting trust certificates Certificates is so permitted, the holder Holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Certificates being transferred, and shall surrender to the Trustees Trustee the voting trust certificate Certificate or certificates representing such sharesCertificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustee, upon receipt of such notice and voting trust certificate(sCertificate(s), shall transfer the voting trust certificates Certificate(s) on the voting trust certificate Certificate registry and issue a new voting trust certificate Certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesCertificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no No transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Shares represented by such certificate or certificates to be distributable to the transferee Certificate from being held by the Trustees or otherwise cause the provisions of Trustee under this Agreement to cease to apply to such shares. Any and each transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. The Trustee shall not be required to recognize any transfer of a Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustee, and shall in addition deposit with the Trustee indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ ' Agreement, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto.

Transfer of Certificates. (a) The voting trust certificates, if and Voting Trust Certificates shall be transferable to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be Shares are transferable at the principal office of the Company Trustee in Malvern, Pennsylvania (and or at such other office as the Trustees Trustee may designate by an instrument in writing signed by the Trustees him and sent by mail to the registered holders of voting trust certificatesthe Voting Trust Certificates), on the books of the TrusteesTrustee, by the registered owner thereof, either in person or by attorney thereto thereunto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, Trustee; and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates registered holder as the owners of said voting trust certificates owner thereof for all purposes whatsoever, but he shall not be required to deliver new Voting Trust Certificates or, if applicable, certificates representing Shares without the surrender of the related Voting Trust Certificate. As a condition to making any No transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer Voting Trust Certificate may be effected unless the Trustee receives proof of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause compliance with the provisions of this Agreement and any legal opinion or other documentation reasonably required by the Trustee. If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee may, in his discretion, issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to cease him; (b) indemnity satisfactory to apply him; (c) the existing certificate, if mutilated; and (d) his reasonable expenses in connection with the issuance of a new Voting Trust Certificate. The Trustee shall not be required to such shares. Any transferee, by accepting a recognize any transfer of a voting trust certificateVoting Trust Certificate not made in accordance with the provisions hereof unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustee and shall in addition deposit with the Trustee indemnity satisfactory to him. Subject to the following sentence, does hereby consent to any transferee in accordance with the terms of this Agreement shall be issued a Voting Trust Certificate, whereupon such transferee shall be bound by the terms provisions of this Agreement. In the event of the transfer of all or part of a Voting Trust Certificate to a person such that the transfer of the underlying Shares to such person would result in the conversion of the shares of Class B Common Stock into Common Stock of the Corporation pursuant to Clause D.(iv) of Section 2 of the Composite Amended and Restated Certificate of Incorporation of the Corporation, the Trustee shall, upon surrender of such Voting Trust Certificate to him, assign and upon becoming transfer to such transferee, for presentation for transfer on the books of the Corporation and conversion into Common Stock of the Corporation, the number of Shares underlying the portion of the Voting Trust Certificate so transferred and issue a holder of voting trust certificates shall be deemed Voting Trust Certificate for the remaining Shares, if any, to be a party hereto as though an original signatory heretosuch transferor.