Transfer of Shares to Voting Trustee. Simultaneously with the ------------------------------------ execution of this agreement, (a) the Shareholders are delivering to the secretary of the Company, for cancellation, stock certificates (together with stock powers executed in blank) for the Shares, free and clear of any claim, lien, security interest or other encumbrance (a "Lien"), other than Liens imposed upon such Shares by the Shareholders Agreements and this agreement, and (b) the Company is issuing and delivering to the Trustee a stock certificate for 184,590 shares of common stock of the Company, registered in the name of the Trustee, in his capacity as such, and legended to indicate that such shares are subject to this agreement (which fact also shall be stated in the stock ledger of the Company). (The shares so issued to the Trustee, together with any additional securities referred to in section 3, are referred to collectively as the "Trust Shares.")

Transfer of Shares to Voting Trustee. Yale hereby agrees to from time to time transfer any Excess Voting Trust Shares it holds to the Voting Trustee and acknowledges that such Excess Voting Trust Shares shall be held by the Voting Trustee hereunder, subject to this Agreement. Yale hereby agrees that if the Excess Voting Trust Shares are not represented by a share certificate then the Company's registrar and transfer agent shall register such shares on the Company's books in the name of the Voting Trustee. If the Excess Voting Trust Shares are represented by a share certificate, Yale agrees to deposit the share certificates with respect to such Excess Voting Trust Shares with the Company's registrar and transfer agent, which shall register such Excess Voting Trust Shares on the Company's books in the name of the Voting Trustee

Transfer of Shares to Voting Trustee. Simultaneously with the execution of this agreement, (a) Bassi, Xxxxxxxx and Xxxxxx are delivering to the secretary of the Company, for cancellation, stock certificates (together with stock powers executed in blank) for ____, ____, and ____ Shares, respectively, free and clear of any claim, lien, security interest or other encumbrance (a "Lien"), and (b) the Company is issuing and delivering to the Trustee three stock certificate for the respective number of Shares delivered by Bassi, Xxxxxxxx and Xxxxxx, each of which is registered in the name of the Trustee, in his capacity as such, and legended to indicate those Shares are subject to this agreement (which fact also shall be stated in the stock ledger of the Company). (The Shares so issued to the Trustee, together with any additional securities referred to in section 3, are referred to collectively as the "Trust Shares.") The Trustee shall hold and vote (including, for all purposes of this agreement, the giving of consent) the Trust Shares in accordance with this agreement and may not transfer any of the Trust Shares except as provided in this agreement. The legend on all certificates evidencing Trust Shares shall read: "The shares of stock represented by this certificate are subject to a certain Voting Trust Agreement dated _____, 1999 among the Company, the Trustee and the beneficial owners of the shares. A copy of that agreement will be provided without charge upon request."

Transfer of Shares to Voting Trustee. Xxxxxxxxx agrees immediately to assign and transfer to Voting Trustee the Shares for the purpose of vesting in Voting Trustee, as trustee of an active trust, the right to vote thereon and act in respect thereof, for a period commencing on the date of this Agreement and terminating on the fifth-anniversary of the closing date of the Public Offering, subject to earlier termination pursuant to Section 8. Xxxxxxxxx agrees that all stock of all classes hereafter issued to him by Corporation during the term of this Agreement shall be subject to this Agreement. All shares of the Corporation so transferred to the Voting Trustee under this Agreement may be registered in the name of the Voting Trustee or in the name of “Voting Trustee of Shares of VitaCube Systems Holdings, Inc. under Voting Trust Agreement dated February 28, 2005.”

Transfer of Shares to Voting Trustee. Each of the Stockholders, simultaneously with the execution and delivery of this Agreement, has delivered or caused to be delivered to the Voting Trustee a stock certificate representing such Stockholder's Shares (receipt of which is hereby acknowledged by the Voting Trustee). The parties shall immediately take such actions as are necessary or appropriate to effect the transfer of the Shares to the Voting Trustee on the books of the Corporation, including the immediate filing of a copy of this Agreement at the registered office of the Corporation in the State of Delaware. The Voting Trustee shall hold in trust the Shares, as stockholder of record, subject to the terms and conditions of this Agreement.

Transfer of Shares to Voting Trustee. Simultaneously with his entry into this Agreement the Stockholder is assigning, transferring and delivering the certificate or certificates (duly endorsed or accompanied by duly executed stock powers) representing the shares of voting stock set forth opposite his signature on the signature page of the Agreement to the Voting Trustee, who shall surrender the same to the proper offices of the Company for cancellation and reissuance to itself as Voting Trustee.

Related to Transfer of Shares to Voting Trustee

Transfer and Voting of Shares 2.1 Transferee of Shares to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Time, Stockholder shall not direct, cause or permit any Transfer of any of the Shares to be effected unless the proposed transferee(s) agrees to be bound to the terms hereof and executes and delivers to Acquiror a voting agreement and proxy in the exact form of this Agreement prior to the Transfer. The Company agrees that, during the period from the date of this Agreement through the Expiration Time, it will not recognize as valid or otherwise any Transfer or purported Transfer effected in violation of this Agreement.
Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.
No Rights as Stockholder; No Voting Rights The Employee shall have no rights as a stockholder of the Company with respect to any shares covered by the Options until the exercise of the Options and delivery of the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the shares. Any shares delivered in respect of the Options shall be subject to any Subscription Agreement, which the Company may require the Employee to accept and agree to as a condition of the issuance and delivery of those shares.
Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.
Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.
Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.
Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.
Agreement to Vote Shares The Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Buyer (or adjournment or postponement thereof), or in connection with any written consent of the stockholders of the Buyer, with respect to the Merger, the Agreement and Plan of Merger or any Acquisition Proposal, Stockholder shall:
Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.
Agreement to Vote Shares; Irrevocable Proxy (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company: (i) in favor of the Series A Amendments and Series B Amendments and the Transaction, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Series A Amendments and Series B Amendments and the Transaction; and (iii) in favor of any other matter necessary for the adoption of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing.

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