Common use of Transfer of Stock to Trustee Clause in Contracts

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.

Appears in 2 contracts

Samples: Exchange Agreement (Netwolves Corp), Voting Trust Agreement (Computer Concepts Corp /De)

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Transfer of Stock to Trustee. The Stockholder, upon execution (a) Each of this Agreement, hereby assigns and transfers to the Trustee and deposits Stockholders shall deposit 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, 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 Company presently owned by it hereunder.or her (the "Stock Certificates") which represent the number of shares set forth after its or her respective signature on this Agreement. The Stockholders may at any time deposit with the Trustee additional certificates for shares of Common Stock of the Company that they may hereafter acquire (the "Additional Certificates"), but no Stockholder shall be required to deposit Additional Certificates unless it or she so elects, except that Additional Certificates representing shares acquired due to the distribution of a stock dividend or split by the Company shall be held by the Trustee in accordance with Section 4 hereof. All 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. Upon receipt by the Trustee of the Stock Certificates or Additional Certificates 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 Stockholders Voting Trust Certificates for the shares so deposited in substantially the same form as is attached hereto as Exhibit A. (b) All certificates for the Company's capital stock Stock Certificates and Additional Certificates transferred and delivered to the Trustee pursuant hereto may shall be surrendered by the Trustee to the Company and canceled cancelled, and new certificates therefor shall be issued to and held by the Trustee in his own the name of "As Trustee" but failure to make such transfer shallXxxxxxx X. English as Voting Trustee U/A Dated July 15, in no way, effect the rights and obligations established by this Agreement1995". The Trustee may designate a bank or trust company as custodian fact that each new certificate is issued pursuant to hold possession this Agreement shall be stated in the stock ledger of any certificate delivered to the Trustee pursuant heretoCompany. (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.

Appears in 1 contract

Samples: Voting Trust Agreement (Compuflight Inc)

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 shall deposit with ---------------------------- the Trustee a certificate or certificate(s) for his Company stock as set forth after his signature to this Trust Shares deposited by it hereunder represent Agreement. The Stockholder may at any time deposit additional certificate for the Company's stock with the Trustee, and shall be required to deposit certificates for all of his stock. No stock shall be deposited hereunder except stock having general voting powers, as provided in the Certificate of Incorporation. 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 for the purpose of voting the shares represented by the stock certificates, as hereinafter provided. On receipt by the Trustee of Common Stockthe certificates for any such shares and their transfer into the name of the Trustee, the Trustee shall hold them subject to the terms of which this Trust Agreement, and shall thereupon issue and deliver to the Stockholder is voting trust certificates for the record or beneficial owner and that the Stockholder is the sole record, legal and beneficial owner of all Trust Shares deposited by it hereundershares so deposited. (b) All certificates for stock of the Company's capital stock Company transferred and delivered to the Trustee pursuant hereto may to this Trust Agreement shall be surrendered by the Trustee to the Company and canceled cancelled, and new certificates therefor shall be issued to and held by the Trustee in his own the name of "As Xxx Xxxx as Voting 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.

Appears in 1 contract

Samples: Voting Trust Agreement (Evergood Products Corp)

Transfer of Stock to Trustee. (a) The StockholderStockholders shall deposit with the Trustee certificates for their company stock as set forth after their respective signatures to this Agreement. The Stockholders may at any time deposit additional certificates for the Company's stock with the Trustee, upon execution but no stockholder shall be required to deposit certificates for all of his stock unless he so elects. No stock shall be deposited hereunder except stock having general voting powers, as provided in the Articles of Incorporation or the Bylaws. 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, hereby assigns and transfers shall thereupon issue and deliver to the Trustee and deposits with the Trustee all the Stockholders voting trust 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 hereunderso deposited. (b) All certificates for stock of the Company's capital stock Company transferred and delivered to the Trustee pursuant hereto may to this Agreement shall be surrendered by the Trustee to the Company and canceled canceled, and new certificates therefor therefore shall be issued to and held by the Trustee in his own the name of "As Trustee" but failure to make such transfer shall, in no way, effect the rights Kendxxx X. Xxxthern 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 heretoEarl X. Xxxx xx Voting Co-Trustees. (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.

Appears in 1 contract

Samples: Voting Trust Agreement (Futureone Inc /Nv/)

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Transfer of Stock to Trustee. The Stockholder, upon execution of this Agreement, hereby assigns and transfers to the Trustee and deposits (a) SFHC shall deposit 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, 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 Company presently owned by it hereunder.(the "Stock Certificates") which represent the number of shares set forth after its signature at the end of this Agreement. SFHC may at any time deposit with the Trustee additional certificates for shares of Common Stock of the Company that it may hereafter acquire (the "Additional Certificates"), but SFHC shall not be required to deposit Additional Certificates unless it so elects, except that Additional Certificates representing shares acquired due to the distribution of a stock dividend or split by the Company shall be held by the Trustee in accordance with Section 4 hereof. All 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. Upon receipt by the Trustee of the Stock Certificates or Additional Certificates 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 SFHC a Voting Trust Certificate for the shares so deposited in substantially the same form as is attached hereto as Exhibit A. (b) All certificates for the Company's capital stock Stock Certificates and Additional Certificates transferred and delivered to the Trustee pursuant hereto may shall be surrendered by the Trustee to the Company and canceled cancelled, and new certificates therefor shall be issued to and held by the Trustee in his own the name of "As Trustee" but failure to make such transfer shallMorton L. Certilmax xx Xxxxxx Xxxxxxe U/A Dated December 30, in no way, effect the rights and obligations established by this Agreement1996". The Trustee may designate a bank or trust company as custodian fact that each new certificate is issued pursuant to hold possession this Agreement shall be stated in the stock ledger of any certificate delivered to the Trustee pursuant heretoCompany. (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.

Appears in 1 contract

Samples: Voting Trust Agreement (Lieberman Adam)

Transfer of Stock to Trustee. The Stockholder, upon execution of this Agreement, hereby assigns and transfers to the Trustee and deposits SFHC shall deposit 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, 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 Company presently owned by it hereunder. (bthe "Stock Certificates") All which represent the number of shares set forth after its signature at the end of this Agreement. SFHC may at any time deposit with the Trustee additional certificates for shares of Common Stock of the Company's capital Company that it may hereafter acquire (the "Additional Certificates"), but SFHC shall not be required to deposit Additional Certificates unless it so elects, except that Additional Certificates representing shares acquired due to the distribution of a stock dividend or split by the Company shall be held by the Trustee in accordance with Section 4 hereof. All 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. Upon receipt by the Trustee of the Stock Certificates or Additional Certificates 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 SFHC an Amended and Restated Voting Trust Certificate (the "Voting Trust Certificate") for the shares so deposited in substantially the same form as is attached hereto as Exhibit A. All Stock Certificates and Additional Certificates transferred and delivered to the Trustee pursuant hereto may shall be surrendered by the Trustee to the Company and canceled canceled, and new certificates therefor shall be issued to and held by the Trustee in his own the name of "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.Morton L.

Appears in 1 contract

Samples: Voting Trust Agreement (Extech Corp)

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