Voting and Exchange Trust Agreement. Golden Soil, Xxxxxxx and Interwest Transfer Company, Inc. will execute and deliver a Voting and Exchange Trust Agreement containing the terms and conditions set forth in Exhibit E (the "Voting and Exchange Trust Agreement"), together with such other terms and conditions as may be agreed to by the parties to this Agreement acting reasonably
Voting and Exchange Trust Agreement. Immediately following the Amalgamation, BackWeb Parent, the Surviving Corporation and the trustee thereunder shall enter into a Voting and Exchange Trust Agreement substantially in the form attached hereto as Exhibit E (the "Voting and Exchange Trust Agreement"), providing for the exercise of voting rights in BackWeb Parent by holders of Exchangeable Shares and certain other matters.
Voting and Exchange Trust Agreement. Unless Zi shall have made a JKC Share Election, the Company, Exchangeco and the Trustee shall enter into the Voting and Exchange Trust Agreement in accordance with Section 9.13.
Voting and Exchange Trust Agreement. On or before the Effective Date, Parent, Subco, the Company and the Trustee shall authorize, execute and deliver a Voting and Exchange Trust Agreement in substantially the form of EXHIBIT B hereto, with such changes, modifications and additions thereto as may reasonably be requested by the Trustee together with such other changes, modifications and additions thereto as the parties may reasonably agree upon (the "Voting and Exchange Trust Agreement"). On or before the Effective Date, Parent shall issue and deposit with the Trustee, for the benefit of the holders of Exchangeable Shares, the Special Voting Share to be held in accordance with the Voting and Exchange Trust Agreement.
Voting and Exchange Trust Agreement. The other parties to the Voting and Exchange Trust Agreement shall have executed and delivered the Voting and Exchange Trust Agreement to such party.
Voting and Exchange Trust Agreement. Prior to the Closing, Orbital, Acquisition and The First National Bank of Boston or a bank or trust company to be selected by Orbital and approved by Acquisition and MDA as trustee (the "Trustee"), shall execute and deliver a Voting and Exchange Trust Agreement in substantially the form set forth as Exhibit 2.2 hereto, with such changes and additions thereto as may be reasonably requested by the Trustee (as so executed, the "Voting Trust Agreement"). Orbital shall deposit with the Trustee one share of a newly created class of Orbital preferred stock having such voting rights, privileges and preferences as may be required to secure the voting rights relating to the Orbital Common Shares granted for the benefit of the holders of the Exchangeable Shares, such share to be held by the Trustee in accordance with the Voting Trust Agreement.
Voting and Exchange Trust Agreement. (f) a letter from Ernst & Young LLP, dated as of the Closing Date and addressed to Parent, the Company and KPMG LLP, reasonably satisfactory in form and substance to Parent and KPMG LLP, to the effect that, after reasonable investigation, Ernst & Young LLP is not aware of any fact concerning the Acquired Corporations or any of the shareholders or affiliates of any of the Acquired Corporations that could preclude Parent from accounting for the Arrangement as a "pooling of interests" in accordance with United States 45. <PAGE> generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (g) a letter from KPMG LLP dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that KPMG LLP concurs with Parent management's conclusion that Parent may account for the Arrangement as a "pooling of interests" in accordance with United States generally accepted accounting principles, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (h) a certificate executed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4, 6.6, 6.7, 6.12 and 6.13 have been duly satisfied; and (i) the written resignations of all officers and directors of each of the Acquired Corporations, effective as of the Effective Time.
Voting and Exchange Trust Agreement. Prior to the Closing, Sonic, ----------------------------------- Acquisition and The Trust Company of Bank of Montreal or a bank ortrust company to be selected by Turbotak (the "Trustee"), shall execute and deliver a Voting and Exchange Trust Agreement in substantially the form set forth has Exhibit 2.2 hereto, with such changes and additions thereto as may be reasonably requested by the Trustee (as so executed, the "Voting Trust Agreement"). Sonic shall deposit with the Trustee one share of a newly created class of Sonic preferred stock (the "Voting Share") to be held in accordance with the Voting Trust Agreement having such voting rights, privileges and preferences as may be required to secure the voting rights relating to the Sonic Common Shares granted for the benefit of the holders of the Exchangeable Shares, as if the Sonic Common Shares issuable on exchange of the Exchangeable Shares had been issued.
Voting and Exchange Trust Agreement. 2.1 ARTICLE 1 The definitions in Section 1.1 are restated:
(a) notwithstanding Section 1.3(1)(a) of this Agreement, by substituting "Tyco" for the reference to "CIT" in the definitions of "Beneficiaries" and "Board of Directors";
Voting and Exchange Trust Agreement. On the Closing Date, ACT, ACTsub and the Acquiree, the Sellers, the Principal and Montreal Trust Company of Canada shall execute and deliver a voting and exchange trust agreement (the "Exchange Agreement") in substantially the form set forth as Schedule 1.2 annexed hereto.
