Voting Trust. The voting trust hereby created shall commence on the date hereof and continue through and including December 31, 2005. Throughout such period the Trustee shall have the exclusive right to vote upon such shares or to give written consents in lieu of voting thereon, subject to any limitation on the right to vote contained in the Articles of Incorporation or other certificate filed pursuant to law, in person or by proxy at all meetings of the shareholders of the Corporation, and in all proceedings wherein the vote or written consent of shareholders may be required or authorized by law.
Voting Trust. The Seller hereby agrees to irrevocably appoint the Purchaser with the exclusive right to exercise, on his behalf, all of his voting rights of the Seller’s Shares in accordance with the relevant laws and Articles of Association of the BVI Company and the Shell Company; the Purchaser shall have right to vote on behalf of the Seller to vote for relevant issues including but not limited to selling or transferring all or any of his shares of the BVI Company and the Shell Company, and to appoint and elect the directors of the BVI Company, the Shell Company, the HK Company and the Company before all Seller’s Shares are transferred to the Purchaser. The Purchaser agrees to accept such authorization.
Voting Trust. The Seller hereby agrees to irrevocably appoint the Purchaser with the exclusive right to exercise, on his/her behalf, all of his/her voting rights of the Seller’s Shares in accordance with the relevant laws and Articles of Association or similar constitutional documents of the Holding Co.; the Purchaser shall have right to vote on behalf of the Seller to vote for relevant issues including but not limited to selling or transferring all or any of his/her shares of the Holding Co., and to appoint and elect the directors of the Holding Co. before all Seller’s Shares are transferred to the Purchaser. The Purchaser agrees to accept such authorization.
Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust ...
Voting Trust. The Voting Trustee hereby:
(a) accepts the trust created by this Agreement, and consents to be the trustee of the trust created by this Agreement and to carry out and discharge his or her duties and obligations hereunder;
(b) agrees that, upon receipt of one or more Certificates representing Deposited Shares, the Voting Trustee will hold such Deposited Shares in trust and for the benefit of the relevant Shareholder subject to the terms and conditions of this Agreement;
(c) agrees to deliver to each Shareholder a certificate of an officer of the Corporation in the form attached as Exhibit "B" of this Agreement (a “Voting Trust Certificate”) evidencing the beneficial ownership by such Shareholder of the Deposited Shares held by the Voting Trustee on behalf of such Shareholder; and
(d) agrees to keep, at the expense of the Corporation, or cause to be kept, in the registered and records office of the Corporation a record of the registered holders of Voting Trust Certificates and their addresses. FORM - DO NOT COPY
Voting Trust. The voting trust hereby created shall commence on the date hereof and continue through and including December 31, 2005. Throughout such period the Trustee shall have the exclusive right to vote upon such shares or to give written consents in lieu of voting thereon, subject to any limitation on the right to vote contained in the Certificate of Incorporation or other certificate filed pursuant to law, in person or by proxy at all meetings of the shareholders of the Corporation, and in all proceedings wherein the vote or written consent of shareholders may be required or authorized by law. By signing below, I agree to the above amendments to the Voting Trust Agreement that was originally dated February 15, 2002. _____________________________________ Xxxxx Xxxxxxxxxx, Shareholder {A0023925.DOC} This Amendment to Voting Trust Agreement (this "Amendment") is dated effective as of January 1, 2003, by and between Lilly Beter Capital Group, Ltd., as Trustee ("Trustee") and the undersigned ("Shareholder").
Voting Trust. Simultaneously with the purchase by KCS from TFM of the Transferred Shares, KCS shall deposit the Initially Transferred Shares into an irrevocable voting trust (the "Voting Trust") in accordance with the terms and conditions of a voting trust agreement (the "Voting Trust Agreement") substantially in the form attached hereto as Exhibit A.
Voting Trust. 28 ARTICLE VI
Voting Trust. 1.1 Creation of Trust and Transfer of Shares. ----------------------------------------
(a) There is hereby established a voting trust with respect to all of the Shares, pursuant to which the Voting Trustee shall have full power and authority to vote the Shares in accordance with the specific terms and provisions of this Agreement. The Voting Trustee shall have full power and authority to vote the Shares, pursuant to the terms of Section 2.2 hereof; provided, however, that the Voting Trustee shall not have the right to vote the Xxxxxx Shares (and all voting shares of the Company's capital stock Xxxxxx subsequently acquires, whether by stock dividend, stock split, recapitalization, merger, exercise of stock option or warrant, purchase or otherwise) in connection with any approval that treats Xxxxxx in a manner adversely and differently than Hall in her position as a holder of Common Stock of the Company, and provided further that, notwithstanding the terms of Section 3 hereof, Xxxxxx'x obligation to retain the Xxxxxx Shares pursuant to this Agreement shall terminate in the event (i) Xxxxxx owns less than 500,000 shares of the Common Stock of the Company or (ii) Hall is not an executive officer of the Company. Hall and Xxxxxx and each subsequent holder or transferee of the Shares shall own and hold such Shares subject to the voting trust established hereby.
(b) Hall and Xxxxxx shall promptly following the execution hereof redeliver to the Company the stock certificates representing the Shares each currently holds as voting trustee under the Prior Voting Trust Agreement and hereby authorizes the Company to issue, in the name of Hall as Voting Trustee pursuant to this Agreement, new stock certificates for the same number of Hall Shares and Xxxxxx Shares. The Voting Trustee shall hold such stock certificate for the uses and purposes specified herein and subject to the terms and conditions hereof. To the extent any additional certificates for voting securities of the Company are to be subsequently issued to Hall or Xxxxxx with respect to the Shares, including any Shares subject to or released from the Pledge Agreements, such certificates shall be issued and delivered directly to Hall as Voting Trustee to be held for the uses and purposes hereunder.
(c) Should either of Hall's or Xxxxxx'x interest in this voting trust be transferred to one or more transferees, then the right, title and interest of each such transferee in and to this voting trust shall be subject t...
Voting Trust. This Agreement is not a voting trust governed by Section 218 of the Delaware General Corporation Law and should not be interpreted as such.
