Common use of Transfer of Shares to Trustees Clause in Contracts

Transfer of Shares to Trustees. (a) The Trustees shall hold shares of the Company transferred to them as Trustees hereunder and shall be vested, as Trustees of an active trust, with the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent, and upon the terms and conditions and for the period set forth in this Agreement. Additional voting shares of the Company or shares of voting stock of another corporation may be transferred to the Trustees from time to time in accordance with the provisions of the Shareholders’ Agreement or otherwise, and the Trustees shall accept and hold any such shares so transferred in accordance with the provisions hereof. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Articles of Incorporation of the Company or such other corporation the stock of which is held hereunder. All such share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustees to cause such shares to be transferred into the name of the Trustees, as hereinafter provided. On receipt by the Trustees of the certificates for any such shares and the transfer of the same into the names of the Trustees, the Trustees shall hold the same subject to the terms of this Agreement, and shall thereupon issue and deliver to the Shareholder voting trust certificates for the shares so deposited. Except as hereinafter provided, any shares transferred to the Trustees to be held hereunder shall be held and administered hereunder until the termination of the Voting Trust pursuant to paragraph 12 hereof or the execution of a deed of termination with respect to any such shares pursuant to subparagraph 12(a)(1) hereof. If the Trustees receive and hold shares of a corporation other than the Company, the Trustees shall issue a separate class of voting trust certificates to represent the beneficial ownership of such shares and the rights of the holders of such class of certificates shall, with respect to the shares represented by such certificates, be the same as those of holders of certificates representing shares of the Company, except to the extent the rights of holders of certificates representing shares of the Company are affected by the Shareholders’ Agreement. At any time the Trustees hold stock of a corporation other than the Company pursuant to the provisions hereof, the term “Company” herein shall also be deemed to refer to such other corporation, considered as a separate entity. (b) All certificates for shares of the Company or of another corporation transferred and delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company or such other corporation and cancelled, and new certificates therefor shall be issued to and held by the Trustees in the names of “Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx [and the name of any Limited Voting Trustee or the names of any successor Trustees], as Voting Trustees”.

Transfer of Shares to Trustees. (a) The Shareholders hereby assign and transfer to Trustees shall hold 2,245,490 shares of the Company transferred Common Stock ("Shares") of the Company, which Shareholders beneficially own. The ownership of the Shares by the Shareholders is set forth on Exhibit A attached hereto. The Shareholders, respectively, have properly endorsed or shall properly endorse to them the Trustees, the stock certificates for such 2,245,490 Shares; the Trustees shall deliver to the Shareholders in exchange for such Shares, voting trust certificates substantially in the form attached hereto as Trustees hereunder and Exhibit B. The Shares represented by the stock certificates so deposited by the Shareholders ("Shares Deposited") shall be vestedtransferred upon the books of the Company to the name of the Trustees and the Trustees are hereby authorized and empowered to cause such transfers to be made. During the term of this Agreement, as the Trustees shall possess the legal title to the Shares Deposited. The Trustees shall be entitled to exercise all rights of an active trustevery kind and nature, with arising under the Shares Deposited, including, but not limited to, the right to vote in person or by proxy and act and to exercise other rights pertaining to such shares, as and to the extent, and upon the terms and conditions and for the period set forth in this Agreement. Additional voting shares of the Company or shares of voting stock of another corporation may be transferred to the Trustees from time to time in accordance with the provisions of the Shareholders’ Agreement or otherwise, and the Trustees shall accept and hold any such shares so transferred in accordance with the provisions hereof. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Articles of Incorporation of the Company or such other corporation the stock of which is held hereunder. All such share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustees to cause such shares to be transferred into the name of the Trustees, as hereinafter provided. On receipt by the Trustees of the certificates for any such shares and the transfer of the same into the names of the Trustees, the Trustees shall hold the same subject to the terms of this Agreement, and shall thereupon issue and deliver to the Shareholder voting trust certificates for the shares so deposited. Except as hereinafter provided, any shares transferred to the Trustees to be held hereunder shall be held and administered hereunder until the termination of the Voting Trust pursuant to paragraph 12 hereof or the execution of a deed of termination execute consents with respect to any such shares pursuant to subparagraph 12(a)(1) hereof. If the Trustees receive and hold shares of a corporation other than the Company, the Trustees shall issue a separate class of voting trust certificates to represent the beneficial ownership of such shares and the rights or all of the holders of such class of certificates shall, with respect to the shares represented Shares Deposited on all matters which may properly be voted on by such certificates, be the same as those of holders of certificates representing shares stockholders of the Company, except for the following matters, as to which the Voting Trustees shall vote the Shares Deposited in accordance with the direction received from each of the Shareholders with respect to the extent Shares Deposited by such Shareholders: (i) dissolution or liquidation of the rights of holders of certificates representing shares Company, (ii) merger or consolidation of the Company are affected by the Shareholders’ Agreement. At any time the Trustees hold stock of a corporation (other than a merger or consolidation in which the Company pursuant Common Stock holders receive securities of the surviving corporation having substantially similar rights to the provisions hereofCommon Stock, and stockholders of the term “Company” herein shall also be deemed to refer Corporation immediately prior to such other corporationtransaction are holders of at least a majority of the voting securities of the surviving corporation immediately thereafter), considered as a separate entityor (iii) the sale of all, or substantially all, of the assets. (b) All certificates for shares The Trustees may vote in favor of the election of themselves as directors and officers of the Company or of another corporation transferred and delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company or such other corporation and cancelledon, and new certificates therefor shall be issued to in favor of, the ratification and held by approval of the Trustees acts of themselves as directors and officers in the names general conduct of “Xxxx X. Xxxxxxx the business and Xxxxxx X. Xxxxxxx [and affairs of the name of any Limited Voting Trustee or the names of any successor Trustees], as Voting Trustees”Company.

Transfer of Shares to Trustees. (a) The Each Stockholder, upon execution of this Agreement, hereby assigns and transfers to the Trustees shall hold shares of and deposits with the Company transferred to them as Trustees hereunder and shall be vestedall the certificates for such Stockholders’ Shares, as set forth opposite such Stockholder’s signature to this Agreement or as may be set forth in any document in which a Stockholder executes a joinder to this Agreement for the purpose of vesting in the Trustees of an active trust, with the right to vote and act and to exercise other rights pertaining to such sharesShares, as and to the extent, and upon the terms and conditions and for the period set forth in this Agreement. Additional voting shares of the Company or shares of voting stock of another corporation may be transferred to the Trustees from time to time in accordance with the provisions of the Shareholders’ Agreement or otherwise, and the Trustees shall accept and hold any such shares so transferred in accordance with the provisions hereof. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Articles of Incorporation of the Company or such other corporation the stock of which is held hereunder. All such share certificates for Shares transferred by the Stockholders shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustees to cause such shares certificates to be transferred into registered in the name of the Trustees, as hereinafter provided. On receipt by the Trustees of the certificates for any such shares Shares and the transfer of the same such Shares into the names name of the Trustees, the Trustees shall hold the same such Shares subject to the terms of this Agreement, Agreement and shall thereupon issue and deliver to the Shareholder voting trust certificates for Stockholder who transferred the shares so deposited. Except as hereinafter provided, any shares transferred Shares to the Trustees to be held hereunder shall be held and administered hereunder until the termination of the a Voting Trust pursuant to paragraph 12 hereof or Certificate representing the execution of a deed of termination with respect to any such shares pursuant to subparagraph 12(a)(1) hereof. If the Trustees receive and hold shares of a corporation other than the Company, the Trustees shall issue a separate class of voting trust certificates to represent the beneficial ownership of such shares and the rights of the holders of such class of certificates shall, with respect to the shares represented by such certificates, be the same as those of holders of certificates representing shares of the Company, except to the extent the rights of holders of certificates representing shares of the Company are affected by the Shareholders’ Agreement. At any time the Trustees hold stock of a corporation other than the Company pursuant to the provisions hereof, the term “Company” herein shall also be deemed to refer to such other corporation, considered as a separate entityShares so deposited. (b) All certificates for shares of the Company or of another corporation Shares transferred and delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company or such other corporation and cancelledcanceled, and new certificates therefor shall be issued to and held by the Trustees in the names of “Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx [and the name of any Limited Voting Trustee the Trustees named herein or the names of any successor Trustees], Trustees as Voting Trustees”.

Transfer of Shares to Trustees. (a) The Trustees shall hold shares of the Company transferred to them as Trustees hereunder and shall be vested, as Trustees of an active trust, with the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent, and upon the terms and conditions and for the period set forth in this Agreement. Additional voting shares of the Company or shares of voting stock of another corporation may be transferred to the Trustees from time to time in accordance with the provisions of the Shareholders’ ' Agreement or otherwise, and the Trustees shall accept and hold any such shares so transferred in accordance with the provisions hereof. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Articles of Incorporation of the Company or such other corporation the stock of which is held hereunder. All such share certificates shall be endorsed, or accompanied by such instruments of transfer, as to enable the Trustees to cause such shares to be transferred into the name of the Trustees, as hereinafter provided. On receipt by the Trustees of the certificates for any such shares and the transfer of the same into the names of the Trustees, the Trustees shall hold the same subject to the terms of this Agreement, and shall thereupon issue and deliver to the Shareholder voting trust certificates for the shares so deposited. Except as hereinafter provided, any shares transferred to the Trustees to be held hereunder shall be held and administered hereunder until the termination of the Voting Trust pursuant to paragraph 12 hereof or the execution of a deed of termination with respect to any such shares pursuant to subparagraph 12(a)(1) hereof. If the Trustees receive and hold shares of a corporation other than the Company, the Trustees shall issue a separate class of voting trust certificates to represent the beneficial ownership of such shares and the rights of the holders of such class of certificates shall, with respect to the shares represented by such certificates, be the same as those of holders of certificates representing shares of the Company, except to the extent the rights of holders of certificates representing shares of the Company are affected by the Shareholders’ ' Agreement. At any time the Trustees hold stock of a corporation other than the Company pursuant to the provisions hereof, the term “"Company” " herein shall also be deemed to refer to such other corporation, considered as a separate entity. (b) All certificates for shares of the Company or of another corporation transferred and delivered to the Trustees pursuant to this Agreement shall be surrendered by the Trustees to the Company or such other corporation and cancelled, and new certificates therefor shall be issued to and held by the Trustees in the names of “"Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx [and the name of any Limited Voting Trustee or the names of any successor Trustees], as Voting Trustees”".