Common use of Transfer of Stock to Trustees Clause in Contracts

Transfer of Stock to Trustees. Upon executing this Agreement, each of the Initial Shareholders shall deposit with the Trustees one or more certificates representing the number of shares of Common Stock listed opposite his, her or its name on SCHEDULE 1 hereto, and shall also deposit with the Trustees immediately upon receipt certificates representing any other shares of capital stock of any class or series of the Company having voting powers which they acquire during the term of this Agreement, including any such shares acquired through the exercise of any options, conversion or as dividends. All such stock certificates shall be so endorsed, or accompanied by such instruments of transfer as to enable the Trustees to cause such certificates to be transferred into the names of the Trustees. All certificates for the Company's Common Stock transferred and delivered to the Trustees pursuant hereto shall be surrendered by the Trustees to the Company and canceled and new certificates therefor shall be issued to and held by the Trustees in their own names in their capacities as Trustees hereunder and shall bear a legend indicating that the shares represented by such certificate are subject to this Agreement. Upon receipt by the Trustees of the certificates for any such shares of the Common Stock 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 issue and deliver to each Initial Shareholder voting trust certificates representing his, her or its interest in such Common Stock deposited pursuant to this Agreement. Each voting trust certificate to be issued and delivered by the Trustees in respect of the Common Stock of the Company shall state the number of shares which it represents, shall be signed by each of the Trustees and shall be in substantially the same form as EXHIBIT A attached hereto and bear the restrictive legends set forth thereon. The Trustees shall at all times keep, or cause to be kept, complete and accurate records of all Common Stock or other securities deposited with them hereunder, the identity, addresses and ownership of the depositing Initial Shareholders, and all certificates of beneficial interest issued by the Trustees. Such records shall be open to inspection by any depositing Initial Shareholder at all reasonable times.

Transfer of Stock to Trustees. Upon executing The Depositor is, contemporaneously with the execution of this Agreement, each of the Initial Shareholders shall deposit depositing with the Trustees one or more certificates representing the that number of shares of the Class B Common Stock listed of the Company held by such Depositor as set forth opposite his, her or its such Depositor's name on SCHEDULE 1 Schedule A attached hereto, and each Beneficiary shall also deposit with the Trustees immediately upon receipt certificates representing any other shares of capital stock of any class or series of the Company having voting powers which they acquire such Beneficiary hereafter acquires or receives during the term of this Agreement other than (i) shares of Class A Common Stock of the Company acquired by such Beneficiary under any stock purchase, savings, option, bonus, stock appreciation, profit-sharing, thrift, incentive, pension or similar plan of the Company, or acquired by such Beneficiary in any open market purchase, (ii) any shares of Class B Common Stock listed on Schedule A as not being held pursuant to and subject to this Agreement, including any such if any, and (iii) shares acquired through of capital stock of the exercise Company issued as a stock dividend or pursuant to a stock split in respect of any options, conversion or as dividendsshares of capital stock of the Company held by such Beneficiary which are not subject to this Agreement. All such stock certificates shall be so endorsed, or accompanied by such instruments of transfer transfer, as to enable the Trustees to cause such certificates to be transferred into the names of the Trustees. All certificates for Trustees after the Company's Common Stock transferred and delivered to filing of this Agreement as required by law, which the Trustees pursuant hereto shall forthwith cause to be surrendered by the Trustees to the Company and canceled and new certificates therefor shall be issued to and held by the Trustees in their own names in their capacities done as Trustees hereunder and shall bear a legend indicating that the shares represented by such certificate are subject to this Agreementhereinafter provided. Upon receipt by the Trustees of the certificates for any such shares of the Common Stock stock 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 issue and deliver to each Initial Shareholder the depositors of shares of stock hereunder voting trust certificates representing his, her or its interest their interests in such Common Stock stock deposited pursuant to this Agreement. Each Except as specifically provided in this Agreement, and without limitation of the voting rights of the Trustees including in connection with any merger or other sale of the Company, the Trustees shall not sell, assign, donate, pledge, encumber, grant any security interest with respect to, hypothecate, or otherwise transfer or dispose of any of the capital stock of the Company held pursuant to this Agreement. During the term of this Agreement, no shares subject to this voting trust may be withdrawn except in the manner provided below in this Section 1. Any such withdrawal by a registered holder of voting trust certificates shall be effected only by a written amendment to this Agreement in the form of Schedule B attached hereto executed by the requisite number of Trustees then serving as such hereunder then required to take action under Section 10. The Trustee having the Determination Power shall have the right to consent to such amendment and withdrawal in his sole discretion and approval by such Trustee having the Determination Power with respect to such amendment and withdrawal shall be deemed to constitute approval of all Trustees at any time serving. If TIMOTHY P. HORNE xx xxx xxxx xxxxing as a Trustee hereunder, then consent to such amendment and withdrawal shall be by the holders of a majority in interest of the voting trust certificates hereunder then outstanding. Upon the surrender by such holder to the Trustees of the voting trust certificate or certificates designated in such amendment, the Trustees are authorized to deliver or cause to be issued delivered to such holder (i) a certificate or certificates for the shares of the capital stock of the Company so withdrawn, with any appropriate restrictive legends, and delivered (ii) a new voting trust certificate in respect of the remaining shares held hereunder, if any signed in the manner contemplated by the Trustees terms of this Agreement. Shares withdrawn from this voting trust, when so withdrawn, shall be free of any restrictions imposed by this Agreement, but shall remain subject to any and all restrictions imposed by other agreements or by law. Nothing in respect this Section 1 or in any such amendment shall modify, amend, limit or terminate any other restrictions contained in. or be construed as a consent to any transfer of shares subject to this Agreement under, any other agreement or instrument, unless such amendment specifically refers to such other agreement or instrument and satisfies all requirements for amendment or waiver thereof (including execution and delivery by appropriate parties). The other provisions of this Section 1 notwithstanding, removal of shares from this Voting Trust shall be required if the removal and liquidation of such shares is needed to enable the Estate of a deceased holder of voting trust certificates to pay its federal and/or state death or estate tax, and the other assets of such estate are insufficient to pay such tax. Any depositor may request that he or she be allowed to withdraw one or more shares of stock from the trust by filing a written request for withdrawal with the Trustee of the Trust. Such written request shall set forth the number of shares that the depositor wishes to withdraw from the trust and shall state the intended purpose for the requested withdrawal of shares from the trust. Any request for withdrawal of shares may be approved by the Trustee, within the Trustee's absolute discretion, provided that the Trustee in his discretion shall have determined that approval of the request for withdrawal shall not be adverse to the best interests of Watts Industries, Xxc. or its successors and provided that the Trustee shall have determined that the request for withdrawal, if approved, shall be in the best interests of the Class B Stockholders. All such shares so withdrawn for any reason in accordance with these provisions shall be subject to any restrictions imposed upon the said Class B Shares of the Common Stock of the Company shall state the number Watts Industries, Xxc., in accordance with any Stock Restriction Agreement entered by or on behalf of shares which it represents, shall be signed by each of the Trustees and shall be in substantially the same form as EXHIBIT A attached hereto and bear the restrictive legends set forth thereon. The Trustees shall at all times keep, such Holder during his or cause to be kept, complete and accurate records of all Common Stock or other securities deposited with them hereunder, the identity, addresses and ownership of the depositing Initial Shareholders, and all certificates of beneficial interest issued by the Trustees. Such records shall be open to inspection by any depositing Initial Shareholder at all reasonable timesher lifetime.

Transfer of Stock to Trustees. Upon executing this Agreement, each of the Initial Shareholders shall deposit with the Trustees one or more certificates representing the number of shares of Common Stock listed opposite his, her or its name on SCHEDULE Schedule 1 hereto, and shall also deposit with the Trustees immediately upon receipt certificates representing any other shares of capital stock of any class or series of the Company having voting powers which they acquire during the term of this Agreement, including any such shares acquired through the exercise of any options, conversion or as dividends. All such stock certificates shall be so endorsed, or accompanied by such instruments of transfer as to enable the Trustees to cause such certificates to be transferred into the names of the Trustees. All certificates for the Company's Common Stock transferred and delivered to the Trustees pursuant hereto shall be surrendered by the Trustees to the Company and canceled and new certificates therefor shall be issued to and held by the Trustees in their own names in their capacities as Trustees hereunder and shall bear a legend indicating that the shares represented by such certificate are subject to this Agreement. Upon receipt by the Trustees of the certificates for any such shares of the Common Stock 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 issue and deliver to each Initial Shareholder voting trust certificates representing his, her or its interest in such Common Stock deposited pursuant to this Agreement. Each voting trust certificate to be issued and delivered by the Trustees in respect of the Common Stock of the Company shall state the number of shares which it represents, shall be signed by each of the Trustees and shall be in substantially the same form as EXHIBIT Exhibit A attached hereto and bear the restrictive legends set forth thereon. The Trustees shall at all times keep, or cause to be kept, complete and accurate records of all Common Stock or other securities deposited with them hereunder, the identity, addresses and ownership of the depositing Initial Shareholders, and all certificates of beneficial interest issued by the Trustees. Such records shall be open to inspection by any depositing Initial Shareholder at all reasonable times.