Transfer of Stock to Trustee. The Stockholder, upon execution of this Agreement, hereby assigns and transfers to the Trustee and deposits with the Trustee all the certificates for all Trust Shares, for the purpose of vesting in the Trustee the right to vote and act and to exercise other rights pertaining to the Trust Shares, as and to the extent, and upon the terms and conditions and for the period set forth, in this Agreement.
(a) The Stockholder hereby represents that the Trust Shares deposited by it hereunder represent all of the shares of Common Stock, of which the Stockholder is the record or beneficial owner and that the Stockholder is the sole record, legal and beneficial owner of all Trust Shares deposited by it hereunder.
(b) All certificates for the Company's capital stock transferred and delivered to the Trustee pursuant hereto may be surrendered by the Trustee to the Company and canceled and new certificates therefor shall be issued to and held by the Trustee in his own name "As Trustee" but failure to make such transfer shall, in no way, effect the rights and obligations established by this Agreement. The Trustee may designate a bank or trust company as custodian to hold possession of any certificate delivered to the Trustee pursuant hereto.
(c) The Stockholder hereby agrees and covenants that during the term of this Agreement, it shall remain the sole beneficial owner within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of all shares of Common Stock or other securities deposited or to be deposited by it hereunder.
Transfer of Stock to Trustee. The Stockholder shall deposit the number of shares of capital stock referred to above and the certificates therefor, together with sufficient instruments duly executed for the transfer thereof to the Trustee, and shall receive in exchange therefor certificates hereinafter provided for. Upon the making of such deposit, all shares represented by the stock certificates so deposited shall be transferred on the books of the Corporation to the name of the Trustee, who is hereby authorized and empowered to cause such transfers to be made, and also to cause any further transfers to be made that may become necessary, due to a change in the identity of any Trustee, as hereinafter provided.
Transfer of Stock to Trustee. All certificates deposited with the Trustee pursuant to Section 2(a) hereof shall be surrendered to the Corporation for cancellation, and new certificates for the shares of Stock shall be issued in the name of the Trustee, as trustee under this Agreement.
Transfer of Stock to Trustee. Concurrent with the execution of this Agreement, each of SJP and SP have deposited with the Voting Trustee certificates representing the SJP Contributed Stock (such certificate or certificates, the "SJP Certificate(s)") and the SP Contributed Stock (such certificate or certificates, the "SP Certificate(s)"), respectively, together with any and all documentation necessary to transfer the Stock into the name of the Voting Trustee. All certificates representing shares of Common Stock so delivered to the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting Trustee to the Company or its transfer agent with instructions to cancel such certificates and to issue new certificates for the full number of shares of Common Stock represented thereby as follows:
(a) with respect to the SJP Certificate(s):
(i) one certificate representing the SJP Contributed Stock issued to "Antoxx Xxxxxx, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and
(ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SJP Contributed Stock from the total number of shares of Common Stock represented by the SJP Certificate(s).
(b) with respect to the SP Certificate(s):
(i) one certificate representing the SP Contributed Stock issued to "Anthxxx Xxxxxx, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and
(ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SP Contributed Stock from the total number of Common Stock represented by the SP Certificate(s). It is understood by and agreed among the parties that all certificates issued upon cancellation of the SJP Certificate(s) and the SP Certificate(s) shall continue to bear any restrictive or other legends which appeared on the SJP Certificate(s) or the SP Certificates, as the case may be.
Transfer of Stock to Trustee. Each of the Shareholders assigns and delivers to the Trustee any certificate held by such Shareholder representing shares of Common Stock owned by such Shareholder and shall do all things necessary for the transfer of shares of Common Stock to the Trustee on the books of the Company.
Transfer of Stock to Trustee. As soon as reasonably possible after the execution of this Agreement, the Shareholder will deposit with the Trustee, the certificate or certificates for the Shares, together with instruments duly executed for the transfer of the Shares to the Trustee. Pending the delivery of such instruments, the Shareholder hereby transfers the Shares to the Trustee. The Shares shall be vested in the Trustee and shall be transferred to the name of the Trustee on the books of the Company.
Transfer of Stock to Trustee. (a) Simultaneous with the execution hereof, the Shareholders are depositing with the Trustee, their certificates for the Shares of the Company listed on the subscription page hereof. The stock certificates shall have been duly endorsed, or are accompanied by such instruments of transfer as to enable the Trustee to cause such certificates to be transferred into the name of the Trustee, as hereinafter provided. On receipt by the Trustee of the certificate for any such Shares and the transfer of the same into the name of the Trustee, the Trustee shall hold the same subject to the terms of this Agreement, and shall thereupon issue and deliver to the Shareholders a voting trust certificate for the Shares so deposited which shall be in the form annexed hereto as Exhibit A.
(b) Upon exercise of the Warrants, all shares underlying the Warrants shall be subject to the terms of this Agreement and shall be deposited with the Trustee pursuant to Section 2(a) above.
Transfer of Stock to Trustee. (a) Global shall transfer and assign to the Trustee certificates for the OnSource Shares. All such stock certificates shall be endorsed, or accompanied by such instruments of transfer as to enable the Trustee to cause such certificates to be transferred into the name of the Trustee, as hereinafter provided. On receipt by the Trustee of the certificates for any such shares and their transfer into the name of the Trustee, the Trustee shall hold them subject to the terms of this Agreement. The effective date of the transfer of the OnSource Shares to the Trustee shall be June 13, 2002.
(b) All certificates for stock of the Company transferred and delivered to the Trustee pursuant to this Agreement shall be surrendered by the Trustee to the Company and cancelled, and new certificates therefor shall be issued to and held by the Trustee in the name of "Xxxxx X. Xxxxxxxx as Trustee."
(c) Trustee shall hold the OnSource Shares for the benefit of the Shareholders, pro rata, each of whose interest in the OnSource Shares shall hereafter be referred to as a "Trust Interest."
Transfer of Stock to Trustee. The Parent, upon execution of this Agreement, hereby assigns and transfers to the Trustees and deposits with the Trustees all the certificates for all Trust Shares currently held by the Parent for the purpose of vesting in the Trustees the right to vote and act and to exercise other rights pertaining to the Trust Shares, as and to the extent, and upon the terms and conditions and for the period set forth, in this Agreement. The Parent hereby represents that the Trust Shares deposited by it hereunder represent all of the shares of Common Stock of which the Parent is the record or beneficial owner and that the Parent is the sole record, legal and beneficial owner of all Trust Shares deposited by it hereunder. The Parent agrees to cause any Affiliate of the Parent other than the
Transfer of Stock to Trustee. (a) Basic shall transfer and assign to the Trustee the Founders Shares which are and shall remain uncertificated. On receipt by the Trustee of the Founders Shares and their transfer into the name of the Trustee, the Trustee shall hold them subject to the terms of this Agreement. The effective date of the transfer of the Founders Shares to the Trustee shall be June 15, 2002.
(b) All certificates for stock of the Company transferred and delivered to the Trustee pursuant to this Agreement shall be surrendered by the Trustee to the Company and cancelled, and new certificates therefor shall be issued to and held by the Trustee in the name of "Xxxxx X. Xxxxxx as Trustee."
(c) Trustee shall hold the Founders Shares for the benefit of the Shareholders, pro rata, each of whose interest in the Founders Shares shall hereafter be referred to as a "Trust Interest."
