Trust Certificates. The pro rata interest of each Shareholder in and to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.
Appears in 2 contracts
Samples: Trust Agreement (Founders Industries Inc), Trust Agreement (Basic Technologies Inc)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 2,000,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxxxxxx Xxxxxxxxx (the "Holder") will be entitled to receive a certificate for two million, (2,000,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholders, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholders' Shares and any other shares hereafter transferred by the Shareholders hereunder to the Trustee in form substantially as follows: No. 300,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Vache and Xxxxxxx Xxxxxxxxx (the "Holders") will be entitled to receive a certificate for three hundred thousand (300,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by their duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. (a) The pro rata interest Shares of each Shareholder in and to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not Beneficial Owner shall be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee Each Trust Certificate shall be under no affirmative duty executed by any one or obligation to issue more of the Committee Members (or deliver to any Shareholder a by another person designated by the Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee Supervision Committee).
(b) The Trust shall keep or cause to be prepared kept a register in which, subject to such regulations as the Regular Trustee may adopt, the Trust will provide for the registration of Shares and delivered to a Shareholder a Trust Certificate in the form provided for hereinregistration of Transfers of Shares. The books of the Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares conclusive evidence of the capital stock ownership of Founders Industriesall Shares. Upon surrender for registration of Transfer of any Trust Certificate, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount further provisions of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company this Article III and any limitations on Transfer contained elsewhere in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stockTrust will cause the execution, including in the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights name of the owner hereof are subject toregistered holder or the designated transferee, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution one or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of more new Trust Certificates, on evidencing the date same number of such distributionShares as the Trust Certificate surrendered. Every Trust Certificate surrendered for registration of transfer s hall be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the registered certificate holders at the close of business on the date fixed Trust duly executed, by the Trustee for taking a record to determine registered holder thereof or such holder's duly authorized attorney. Upon the certificate holders entitled to such distribution, pursuant to the provisions Transfer of the Trust Agreement. Such distribution shall be made to the certificate holders ratably Shares in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for terms hereof, the number of shares of capital stock then represented by this certificatetransferee thereof shall, or the net proceeds in cash or property of when such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable Transfer has been recorded on the books of the TrusteeTrust, by be deemed to be a Beneficial Owner with respect to the holder hereof, either in person or by attorney duly authorized, Shares so Transferred. Until Shares are Transferred in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder terms hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee may treat the registered holder hereof, or when presented duly endorsed in blank thereof shall be deemed to be the bearer hereof, as the absolute owner hereof, and Beneficial Owner of all rights and interests represented hereby, such Shares for all purposes. The purposes hereunder and neither the Trust, the Regular Trustee nor any Committee Member shall not be bound or affected by any notice to the contrary.
(c) The Trust shall issue a new Trust Certificate in the case of any Trust Certificate previously issued if the registered holder of the Trust Certificate (i) makes proof by affidavit, in form and substance satisfactory to the Regular Trustee, that a previously issued Trust Certificate has been lost, destroyed or stolen, (ii) requests the issuance of a new Trust Certificate before the Trust has received notice that the Trust Certificate has been acquired by any a purchaser for value in good faith and without notice of an adverse claim, (iii) upon request by the Regular Trustee, delivers to the Trust a bond, in form and substance satisfactory to the Regular Trustee, with such surety or sureties and with fixed or open liability as the Regular Trustee may direct, to indemnify the Trust, as registrar, against any trustclaim that may be made on account of the alleged loss, whether express destruction or impliedtheft of the Trust Certificate, or constructiveand (iv) satisfies any other reasonable requirements imposed by the Regular Trustee.
(d) So long as the Trust shall keep its own register for the registration of Shares and the registration of Transfers of Shares, or of any no service charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed registration of transfer or exchange of Trust Certificates, but the Trust may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Trust Certificates and the Beneficial Owner proposing the Transfer shall be responsible for the costs and expenses referenced in clause (e) below.
(e) No Transfer of any Shares (or any Trust Certificate representing Shares) shall be made unless such Transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws pursuant to Section 1145 of the United States Bankruptcy Code or otherwise, or is made in accordance with all such requirements of the Securities Act and all such state securities laws. No Transfer of any Shares (or any Trust Certificate representing Shares) shall be made if such proposed Transfer would (i) result in any violation of ERISA, (ii) result in any violation of Section 4975 of the IRC, (iii) cause any Trust Assets to be deemed to be plan assets (as defined in the regulations of the U.S. Department of Labor) or (iv) cause the Trust to be subject to the Investment Company Act. Any Beneficial Owner shall establish to the reasonable satisfaction of the Trust the satisfaction of all conditions and requirements for the Transfer of any Shares (or any Trust Certificate representing any Shares) set forth herein and, without limiting the generality of the foregoing, in connection with any proposed Transfer the Trust may require an opinion of counsel, in form and substance reasonably satisfactory to the Trust and to be paid for by the Beneficial Owner proposing such Transfer. In addition to the foregoing, in connection with any proposed Transfer of any Shares (or any Trust Certificate representing any Shares), the Trust may require evidence from the Beneficial Owner proposing such Transfer that the Transfer will not affect the tax status of the Trust and will not otherwise adversely affect the interests of the Trust or any Beneficial Owner including, without limitation, as the result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the prospective transferee of such Transfer) or otherwise impose any additional legal or regulatory requirements or burdens on any Beneficial Owner, Trustee. The word "Trustee" as used in this certificate means the Trustee , Committee Member or the successor trustee acting under such Trust Agreementor any other employee or agent thereof.
Appears in 1 contract
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 100,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxx Xxxxxx (the "Holder") will be entitled to receive a certificate for one hundred thousand (100,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by her duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 8,420,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx, Trustees for the Xxxxxxxxx Family Trust U/A DTD 03/08/1995 (the "Holder") will be entitled to receive a certificate for eight million, four hundred twenty thousand (8,420,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholders, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholders, or to its nominee, certificates for the Shareholders' Shares and any other shares hereafter transferred by the Shareholders hereunder to the Trustee in form substantially as follows: No. 500,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxx Xxxxxxxxxx and Xxxxx Xxxxxxxxxx (the "Holders") will be entitled to receive a certificate for five hundred thousand (500,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holders shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holders hereof acquire additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holders in person or by their duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Upon the execution of each Shareholder in the Agreement and the delivery to the Founders Shares held by the Voting Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall certificates required to be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powersdelivered hereunder, the Voting Trustee shall distribute the same deliver to the registered holders of Trust Certificates, on the date of such distribution, or to the registered Stockholder a trust certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates ("TRUST CERTIFICATE") for the number of shares deposited by him; and upon receipt of capital certificates for additional shares of voting stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, company in accordance with the rules established terms hereof, the Voting Trustee shall deliver to the Stockholder a Trust Certificate for that purpose the number of additional shares so deposited by him. Said Trust Certificate should be substantially in the form attached hereto as Exhibit A. Said Trust Certificate is subject to all restrictions on transfer referred to therein or herein and is subject to all of the terms and conditions hereof. Subject to such restrictions, a Trust Certificate (and the beneficial interest represented thereby) may be transferred by endorsement by the Trustee person to whom issued, or by his attorney- in-fact, or by the administrator, executor or guardian of his estate, and on surrender delivery of this certificate properly endorsed. Title to this certificate when duly endorsed shall, the same to the extent permitted by law, Voting Trustee; but such transfer shall not be transferable with binding upon the same effect as in Voting Trustee until the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificateTrust Certificate, duly endorsed as aforesaid, is surrendered to him, a counterpart of this Agreement executed by any holder hereof, the proposed transferee is delivered to the Voting Trustee and transfer is entered upon records to be kept by him. The Voting Trustee shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee may treat the registered holder hereof, or when presented duly endorsed person in blank the bearer hereof, whose name a Trust Certificate is from time to time issued as the absolute owner hereof, and of all rights and interests represented hereby, thereof for all purposes. The Trustee purposes and shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting . After compliance with all the title or ownership terms of this certificateSection 5, or the share every transferee of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, an outstanding Trust Certificate issued hereunder shall be made without surrender hereof properly endorsed. This certificate treated for all purpose as a party hereto with like effect as though an original party hereto and shall not be valid for any purpose until duly signed by included within the Trustee. The word meaning of the term "TrusteeSTOCKHOLDER" as wherever used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementherein.
Appears in 1 contract
Samples: Voting Trust Agreement (Onsale Inc)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 755,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxxxxxx Xxxxxxxxx custodian of Sibba Binladen UGMA California (the "Holder") will be entitled to receive a certificate for seven hundred fifty five thousand, (755,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 1,650,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxxx Xxxxxxxxx (the "Holder") will be entitled to receive a certificate for one million, six hundred fifty thousand (1,650,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same faun as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest of each Shareholder in and to the Founders OnSource Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares OnSource Corporation A Delaware Corporation Trust Certificate for Capital Stock This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc.OnSource Corporation, a Nevada Delaware corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15__, 2002, by and between Basic TechnologiesGlobal Casinos, Inc. and Xxxxx X. XxxxxxXxxxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.
Appears in 1 contract
Samples: Trust Agreement (Global Casinos Inc)
Trust Certificates. The pro rata interest of each Shareholder in Trustees will issue and to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing each of ------------------ the interest of such Shareholder under this Agreement. If requested to do so in writing, Stockholders (or the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock Stockholders' nominee) certificates for the number of shares transferred by him to the Trustees, in form substantially as follows: TRUST CERTIFICATE No. [number] [number] of capital Shares The undersigned, Voting Trustees of the stock then represented of Xxxxxxxx Equipment & Engineering Company (the "Corporation"), under an agreement made [date], having received certain shares of the common stock of Corporation, pursuant to the agreement, and which agreement the holder of this Certificate by this certificateaccepting it, or ratifies and adopts, certify that [name] will be entitled to receive a certificate for [number] fully paid shares of Corporation on the net proceeds expiration of the voting trust agreement and, in cash or property of such sharesthe meantime, shall be due and deliverable hereunder entitled to receive payments equal to any dividends that may be collected by Trustees upon a like number of shares held by them under the termination terms of such Trust Agreement as provided thereinthe trust agreement. This certificate Certificate is transferable only on the books of the TrusteeTrustees, by the registered holder hereof, either in person or by attorney duly authorizedhis authorized attorney. By accepting this Certificate, in accordance with the rules established for holder consents that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee Trustees may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee shall not be bound or affected by any notice to , except the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereundercertificates, or the proceeds thereof, which delivery shall not be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trusteeof this Certificate. The word "Trustee" as used in shares represented by this certificate means Certificate are subject to restrictions on transferability imposed by State and Federal Securities laws. In addition, the Trustee or shares represented by this Certificate are further subject to certain contractual lockup provisions that affect the successor trustee acting under transferability of such Trust Agreementshares that have been imposed by Discovery Capital Group, Inc., the financial consultant to the Corporation.
Appears in 1 contract
Samples: Voting Trust Agreement (Crawford Equipment & Engineering Co)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 7,800,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxxxxxxx Living Trust DTD 1/17/92 (the "Holder") will be entitled to receive a certificate for seven million, eight hundred thousand (7,800,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.hereof
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 195,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxx and Xxxxx Xxxxxx, Trustees of the Fujita Family 1999 Revocable Trust U/A 9/7/1999 (the "Holder") will be entitled to receive a certificate for one hundred ninety five thousand (195,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by her duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest of each Shareholder in and to the Founders OnSource Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc.OnSource Corporation, a Nevada Delaware corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15__, 2002, by and between Basic TechnologiesGlobal Casinos, Inc. and Xxxxx X. XxxxxxXxxxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.
Appears in 1 contract
Samples: Trust Agreement (Onsource Corp)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 300,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxx X. Xxxxxxxxxx (the "Holder") will be entitled to receive a certificate for three hundred thousand (300,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by her duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.hereof
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 1,000,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxxx Xxxxxxxxxx (the "Holder") will be entitled to receive a certificate for one million (1,000,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common stock transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall issue and deliver to the Shareholder, or to its nominee, certificates for the Shareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 1,500,000 Shares of Common Stock The undersigned trustee, voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof by accepting this certificate ratifies and adopts, hereby certifies that Xxxx Xxxxxxxxx (the "Holder") will be entitled to receive a certificate for one million five hundred thousand (1,500,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the meantime, the Holder shall be entitled to receive payments equal to any dividends or other stock having general voting powers shall distributions that may be payable in Trust Certificates, in form similar hereto. Until collected by the Trustee has delivered undersigned trustee upon such shares held by it under the stock held under such Trust Agreement to the holders terms of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and Xxxxx X. Xxxxxx, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for the number of shares of capital stock then represented by this certificate, or the net proceeds in cash or property of such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustee and on surrender of this certificate properly endorsed. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Samples: Voting Trust Agreement (Peninsula Holdings Group LTD)