Voting Trust Sample Clauses

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. 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. 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 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, we agree to the above amendments to the Voting Trust Agreement that was originally dated February 15, 2002. Xxxx Xxxxx, Trustee Xxxxx Family Trust DTD 4/24/94 ____________________________ Xxxx Xxxxx, Trustee _______________________ Xxxx Xxxxx, Trustee {A0023927.DOC} {A0023927.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. This Agreement is not a voting trust governed by Section 218 of the Delaware General Corporation Law and should not be interpreted as such.

Voting Trust. A Shareholder may grant a proxy, but is prohibited from creating a voting trust on its Shares except as specifically permitted in this Agreement (e.g., Permitted Transferees). See definition of “Transfer”. A purported Transfer of any Shares in violation of this Agreement is not valid and the Corporation shall not register, nor permit any transfer agent to register, any of those Shares on the securities registers of the Corporation, and shall not pay any dividend, or make any distribution, on those Shares. The voting rights attaching to or relating to any Shares purported to be Transferred in violation of this Agreement shall not be exercised, and any purported exercise of those voting rights shall not be valid or effective. Each Shareholder that purports to make a Transfer of any Shares in violation of this Agreement waives its rights to all dividends and distributions paid or made on those Shares until that purported Transfer is nullified. During the continuance of this Agreement, no Principal shall deal with any shares of its Holding Company (its “Holding Company Shares”) or any interest in any Holding Company Shares now or afterwards held by it, or take any action which results in the issuance of Holding Company Shares to any third Person, except with the [select: unanimous approval of the Shareholders other than its Holding Company/Special Approval/Board Approval]. A purported Transfer of any Holding Company Shares in violation of this Agreement shall not be valid and that Principal shall not register, nor permit any transfer agent to register, any of those Holding Company Shares on the securities registers of that Holding Company, and shall not pay any dividend, or make any distribution, on those Holding Company Shares. The voting rights attaching to or relating to those Holding Company Shares purported to be Transferred in violation of this Agreement shall not be exercised, and any purported exercise of those voting rights shall not be valid or effective. If there is an issuance or Transfer of any Holding Company Shares in violation of this Agreement, the related Principal shall waive its rights, and hereby waives its rights, to all dividends and distributions paid or made on the Shares held by the Shareholder that the Principal Controls until that purported Transfer is nullified. Unless otherwise agreed by the Board of Directors, no Transfer shall be permitted that would result in the Corporation ceasing to be a “Canadian Controlled Private Corporat...