Common use of Voting Trust Clause in Contracts

Voting Trust. The parties agree that, (i) immediately upon the purchase by Parent, Holding Sub or their affiliates of shares of the Company Common Stock pursuant to the Offer or otherwise, such shares shall be deposited in one or more separate, independent, irrevocable voting trusts (collectively, the "Voting Trust") in accordance with the terms and conditions of one or more voting trust agreements (collectively, the "Voting Trust Agreement") substantially in the form attached hereto as Exhibit A and (ii) upon consummation of the Merger, all outstanding shares of the Surviving Corporation shall be deposited in the Voting Trust. Subject to applicable law and to the rules, regulations and practices of the STB, the Voting Trust Agreement may be modified or amended at any time by Parent in its sole discretion; provided that (i) prior to the Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to the Company or its stockholders and would not reasonably be expected to have an adverse effect on receipt of a favorable informal advisory opinion from the STB and (ii) the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company if such modification or amendment would reasonably be expected to increase the liability exposure of the Board of Directors of the Surviving Corporation under applicable law. No power of Parent or Holding Sub provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. Parent, in consultation with the Company, shall use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain a favorable informal advisory opinion from the STB staff to the effect that the Voting Trust effectively insulates Parent from any violation of the ICA and STB rules or policies against unauthorized acquisition of control of regulated carriers. In furtherance and not in limitation of the foregoing, Parent and the Company agree that: (i) Parent shall make any filings required by the STB with respect to the Voting Trust and the Company shall make any filings reasonably required by Parent with respect thereto; (ii) Parent shall consult with the Company in connection with any discussions or proceedings initiated by Parent with the STB with respect to the Voting Trust; provided that the Company shall not initiate any such discussions or proceedings without Parent's prior written consent; and (iii) Parent, with the Company's consent, shall change or modify the terms of the Voting Trust Agreement to the extent required by the STB as a condition to the issuance of such advisory opinion, so long as the required changes or modifications do not, in the aggregate, materially affect Parent's rights thereunder. Any trustee of the Voting Trust appointed by Parent and Holding Sub pursuant to the Voting Trust Agreement (a "Trustee") shall be reasonably satisfactory to the Board of Directors of the Company.

Voting Trust. The parties agree thatIn the event that the Pledgee permits the Pledgor to enter into a voting trust agreement and to transfer the Purchased Shares to a Person in trust under such voting trust agreement (a "Voting Trustee"), (i) immediately upon the purchase by Parent, Holding Sub or their affiliates of shares of the Company Common Stock pursuant to the Offer or otherwisethen, such shares Voting Trustee shall be deposited in one or more separate, independent, irrevocable voting trusts (collectively, required as a condition to such transfer to pledge and deposit with the "Voting Trust") Pledgee the Purchased Shares in accordance with Section 1 hereof to the terms same extent as if such Voting Trustee were the Pledgor and conditions the other provisions of one or more voting trust agreements (collectively, this Agreement that refer to the "Voting Trust Agreement") substantially in the form attached hereto as Exhibit A and (ii) upon consummation of the Merger, all outstanding shares of the Surviving Corporation Pledgor shall be deposited in the deemed also to refer to such Voting Trust. Subject to applicable law and to the rulesTrustee, regulations and practices of the STB, the Voting Trust Agreement may be modified or amended at any time by Parent in its sole discretion; provided that (i) prior to the Effective TimeSection 3 hereof shall be deemed, the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to the Company or its stockholders and would not reasonably be expected to have an adverse effect on receipt of a favorable informal advisory opinion from the STB and (ii) the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company if such modification or amendment would reasonably be expected to increase the liability exposure of the Board of Directors of the Surviving Corporation under applicable law. No power of Parent or Holding Sub provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. Parent, in consultation with the Company, shall use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain a favorable informal advisory opinion from the STB staff to the effect that the Voting Trust effectively insulates Parent from any violation of the ICA and STB rules or policies against unauthorized acquisition of control of regulated carriers. In furtherance and not in limitation of the foregoing, Parent and the Company agree that: (i) Parent shall make any filings required by the STB with respect to the Purchased Shares, to refer to such Voting Trustee only and not to the Pledgor. 5. The Pledgee shall release the Pledged Shares into the possession of the Pledgor for the sole purpose of allowing the Pledgor to participate in (a) the Management Share Exchange, and (b) the subsequent conversion of Merger Sub Shares into the Surviving Corporation Shares pursuant to the Merger Agreement; provided that the Pledgor shall (i) not dispose of the original Pledged Shares, the Merger Sub Shares or the Surviving Corporation Shares (together, the "Shares") except (x) to place such Shares in the custody of the Pledgee, (y) in the case of the original Pledged Shares, to deliver such shares to Merger Sub pursuant to the Management Share Exchange or (z) in the case of the Merger Sub Shares, to transfer such shares to the Voting Trustee pursuant to the Voting Trust and the Company shall make any filings reasonably required by Parent with respect theretoAgreement; (ii) Parent shall consult with not permit any of the Company in connection with Shares to become subject to any discussions lien or proceedings initiated by Parent with the STB with respect to the Voting Trust; provided that the Company shall not initiate any such discussions or proceedings without Parent's prior written consentencumbrance; and (iii) Parent, with the Company's consent, shall change or modify the terms exercise such care in storing and preserving any of the Voting Trust Shares in the Pledgor's possession as a person who has an obligation to deliver property to another person is required to exercise by law. While any of the Shares are in the possession of the Pledgor pursuant to this Section, the rights of the Pledgee (except the right to possess any of the Shares) and the obligations of the Pledgor under the Pledge Agreement shall remain in full force and effect to the extent required permitted by law. The Pledgor shall immediately return any of the STB as a condition Shares which are in the Pledgor's possession to the issuance of such advisory opinionPledgee if either (i) the Merger is consummated pursuant to the Merger Agreement, so long as the required changes or modifications do not(ii) it becomes likely, in the aggregate, materially affect Parent's rights thereunder. Any trustee reasonable judgment of the Voting Trust appointed by Parent and Holding Sub pursuant to Pledgee, that either the Voting Trust Agreement (Management Share Exchange or the Merger shall not be consummated on a "Trustee") shall be reasonably satisfactory to the Board of Directors of the Companytimely basis.

Voting Trust. The parties Playco, Concord and CDMI hereby agree that, (i) immediately upon the purchase by Parent, Holding Sub or to form a voting trust concerning their affiliates of shares of Toys International in conformity with the Company Common Stock pursuant to the Offer or otherwise, such shares shall be deposited in one or more separate, independent, irrevocable voting trusts following arrangements (collectively, the "Voting Trust") ): All shares owned by Playco, Concord and CDMI shall, in accordance with regard to the terms and conditions of one or more voting trust agreements (collectivelyrights arising from these shares, be committed until Toys International goes public. This shall also apply for new shares which the "Voting Trust Agreement") substantially contracting parties obtain in the form attached hereto as Exhibit A and (ii) upon consummation course of further capital increases. The committed shares shall remain the separate property of each of the MergerParties and this Agreement shall not be construed as establishing joint or shared ownership. In the event of third parties acquiring shares in Toys International, all outstanding shares of the Surviving Corporation shall be deposited in Playco, Concord and CDMI will ensure that these new shareholders become parties to the Voting Trust. Subject The purpose of the Voting Trust is to applicable law assure the official listing of Toys International on the Frankfurt stock exchange and to deal with matters regarding capital increases and the rulespublic offering process. The Voting Trust shall be responsible for all issues regarding the official listing of Toys International on the Frankfurt stock exchange, regulations capital increases and practices the public offering process.. This includes, if necessary, consulting and decision-making, and for taking note of all matters incumbent upon it under this contract, in particular: decisions on how the voting rights controlled by the Voting Trust shall to be exercised for each agenda item of a planned shareholders' meeting; changes to the Voting Trust, the admission of new shareholders, and the transfer of shares to third parties, as far as this agreement does not stipulate the right to have co-investors; all other matters relating to the Company and the Voting Trust. Meetings of the STBVoting Trust members ("Trust Meetings") shall be held upon invitation of the Trust Representative. The invitation to a Trust Meeting shall be issued no later than three days prior to a shareholder's meeting of the Company. The Trust Representative has the obligation to call for a Trust Meeting upon written request of Trust members which own no less than 3% of the shares of Toys International. The invitation to a Trust Meeting shall be in writing, or by fax, with an invitation period of two days (beginning with the day after which the letter was sent). The day of the Trust Meeting is not included in the calculation of the invitation period. In urgent cases, the invitation period can be shortened to one day. The Trust Meeting may be held by telephone if all Trust Members are present. The Trust Meeting shall not have a quorum until 98% of the entire share capital of the Voting Trust is present or regularly represented. If this is not the case, the Trust Representative shall call a new Trust Meeting which has no quorum with a shortened invitation period of two days. Resolutions of the Trust may be made in writing if all Trust Members sign the resolution. Each Trust Member has the right to appoint another Trust Member as his representative by written authorization. Representation by third parties is not permitted, except for authorized employees of the Trust Members. All resolutions of the Trust Meeting shall be recorded in writing, signed by the Trust Representative, and sent to all Trust Members. The Trust Representative shall be elected for a period of four years. The first Trust Representative will be Mr. Harold Rashbaum. Resolut▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ Meeting shall be adopted by a simple majority of all exercised votes, if not otherwise agreed on in this contract. Abstentions are considered as not exercised votes. The voting rights are exercised according to the number of shares of Toys International held by each Trust Member, with one share entitled to one vote. The right to vote in the Trust Meeting shall not exist if one of the parties entitled to such vote cannot exercise such vote in a Shareholders' Meeting of the Company on the actual resolution topic involved. The following resolutions of the Trust Meeting relating to decisions about the following issues at a Shareholders' Meeting of the Company require the approval of Concord: resolutions on all capital increases which take place prior to the IPO, and resolutions on assuring the public placement; resolutions on dividend payments from net profits (ss. 119 Para. 1 No. 2 of the German Corporation Act "Aktiengesetz") resolutions on changes to the articles of incorporation, including capital increases and decreases, and on dissolving the company. Moreover, Concord has a veto-right concerning decisions of the Trust Meeting, which could, from Concord's sole discretion, materially adversely affect the IPO of Toys International. The rights of Concord set forth in Sections 11(a) through (d) shall not be construed to give Concord any veto-right over the general operations and management of the Company. The Parties agree that on request of not less than 3% of the committed shares, a shareholders' meeting can be convened in accordance with ss. 122 of the Corporation Act "Aktiengesetz". The voting rights of the shares in the Voting Trust shall be exercised at the Shareholder Meeting by the Trust Representative, unless an alternative representative is appointed at the Trust Meeting. The right of the Trust Members to participate at Shareholder Meetings is not affected by this rule. In the event of a shareholder dying, the Voting Trust Agreement may shall be modified or amended at any time by Parent continued in its sole discretion; provided that (i) prior regard to the Effective Timecommitted shares with the heirs or survivors benefiting. In the event of bequest through a legacy, the transfer of the shares involved shall be conditional on the heirs or survivors entering into this voting trust agreement. This Voting Trust Agreement may not agreement shall be modified or amended without the prior written approval of deposited with the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to the Company or its stockholders and would not reasonably be expected to have an adverse effect on receipt of a favorable informal advisory opinion from the STB and (ii) the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company if such modification or amendment would reasonably be expected to increase the liability exposure of the Board of Directors of the Surviving Corporation under applicable law. No power of Parent or Holding Sub provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. Parent, in consultation with the Company, shall use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain a favorable informal advisory opinion from the STB staff to the effect that the Voting Trust effectively insulates Parent from any violation of the ICA and STB rules or policies against unauthorized acquisition of control of regulated carriers. In furtherance and not in limitation of the foregoing, Parent and the Company agree that: (i) Parent shall make agrees that any filings required exercise at a Shareholder Meeting by the STB with respect to the a Trust Member of their voting rights in violation of this Voting Trust and agreement shall be not valid. The provisions under this section IV will also be valid for the Company shall make any filings reasonably required by Parent with respect thereto; (ii) Parent shall consult with the Company in connection with any discussions or proceedings initiated by Parent with the STB with respect to the Voting Trust; provided that the Company shall not initiate any such discussions or proceedings without Parent's prior written consent; and (iii) Parent, with the Company's consent, shall change or modify the terms legal successors of the Voting Trust Agreement to the extent required by the STB as a condition to the issuance of such advisory opinion, so long as the required changes or modifications do not, in the aggregate, materially affect Parent's rights thereunder. Any trustee of the Voting Trust appointed by Parent and Holding Sub pursuant to the Voting Trust Agreement (a "Trustee") shall be reasonably satisfactory to the Board of Directors of the Companyparties.

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 parties agree thatvoting rights attaching to or relating to any Shares purported to be Transferred in violation of this Agreement shall not be exercised, (i) immediately upon 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 purchase by Parentcontinuance of this Agreement, Holding Sub or their affiliates of 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 Common Stock pursuant Shares to the Offer or otherwiseany third Person, such shares shall be deposited in one or more separate, independent, irrevocable voting trusts (collectively, the "Voting Trust") in accordance except with the terms and conditions of one or more voting trust agreements (collectively, the "Voting Trust Agreement") substantially in the form attached hereto as Exhibit A and (ii) upon consummation of the Merger, all outstanding shares of the Surviving Corporation shall be deposited in the Voting Trust. Subject to applicable law and to the rules, regulations and practices of the STB, the Voting Trust Agreement may be modified or amended at any time by Parent in its sole discretion; provided that (i) prior to the Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written [select: unanimous approval of the Shareholders other than its Holding Company/Special Approval/Board Approval]. A purported Transfer of any Holding Company unless such modification or amendment is not inconsistent with Shares in violation of this Agreement and is not adverse to the Company or its stockholders and would not reasonably be expected to have an adverse effect on receipt of a favorable informal advisory opinion from the STB and (ii) the Voting Trust Agreement may shall not be modified 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 amended without 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 prior written approval of related Principal shall waive its rights, and hereby waives its rights, to all dividends and distributions paid or made on the Company if such modification or amendment would reasonably be expected to increase Shares held by the liability exposure of Shareholder that the Principal Controls until that purported Transfer is nullified. Unless otherwise agreed by the Board of Directors Directors, no Transfer shall be permitted that would result in the Corporation ceasing to be a “Canadian Controlled Private Corporation” for the purposes of the Surviving Corporation under applicable lawIncome Tax Act (Canada). No power The provisions of Parent or Holding Sub provided for Sections 4.4(2) and 4.4(3) are in addition to, and not instead of, any other remedies to enforce the Voting Trust Agreement may be exercised in a manner which violates provisions of this Agreement. Parent, in consultation with the Company, shall use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain a favorable informal advisory opinion from the STB staff to the effect that the Voting Trust effectively insulates Parent from any violation of the ICA and STB rules or policies against unauthorized acquisition of control of regulated carriers. In furtherance and not in limitation of the foregoing, Parent and the Company agree that: (i) Parent shall make any filings required by the STB with respect to the Voting Trust and the Company shall make any filings reasonably required by Parent with respect thereto; (ii) Parent shall consult with the Company in connection with any discussions or proceedings initiated by Parent with the STB with respect to the Voting Trust; provided that the Company shall not initiate any such discussions or proceedings without Parent's prior written consent; and (iii) Parent, with the Company's consent, shall change or modify the terms of the Voting Trust Agreement to the extent required by the STB as a condition to the issuance of such advisory opinion, so long as the required changes or modifications do not, in the aggregate, materially affect Parent's rights thereunder. Any trustee of the Voting Trust appointed by Parent and Holding Sub pursuant to the Voting Trust Agreement (a "Trustee") shall be reasonably satisfactory to the Board of Directors of the Company.

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 parties agree 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 ▇▇▇▇▇▇ Shares (and all voting shares of the Company's capital stock ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇'▇ obligation to retain the ▇▇▇▇▇▇ Shares pursuant to this Agreement shall terminate in the event (i) immediately upon the purchase by Parent, Holding Sub or their affiliates of ▇▇▇▇▇▇ owns less than 500,000 shares of the Company Common Stock of the Company or (ii) Hall is not an executive officer of the Company. Hall and ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 Offer same number of Hall Shares and ▇▇▇▇▇▇ 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 otherwise▇▇▇▇▇▇ with respect to the Shares, including any Shares subject to or released from the Pledge Agreements, such shares certificates shall be deposited 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 ▇▇▇▇▇▇'▇ interest in this voting trust be transferred to one or more separatetransferees, independentthen the right, irrevocable title and interest of each such transferee in and to this voting trusts (collectively, the "Voting Trust") in accordance with trust shall be subject to the terms and conditions of one this Agreement; provided, however, that if such transfer is to a third party and is in accordance with Sections 2, 3 or more voting trust agreements (collectively, the "Voting Trust Agreement") substantially in the form attached hereto as Exhibit A and (ii) upon consummation 4 of the MergerRight of Refusal and Co-Sale Agreement and Investors' Rights Agreement each dated as of on or about January 30, all outstanding shares 1996 by and among the Company, ▇▇▇▇, ▇▇▇▇▇▇ and the Investors (as defined therein) such third party transferee shall obtain ownership of such Shares free and clear of the Surviving Corporation shall be deposited obligations of this Agreement. Other than as provided in this Agreement, each such transferee shall, in connection with the Voting Trust. Subject transfer of such interest, automatically become a party to applicable law and to the rules, regulations and practices of the STB, the Voting Trust Agreement may be modified or amended at any time by Parent in its sole discretion; provided that (i) prior to the Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to be bound by all the Company terms and conditions of this Agreement, without any requirement that such transferee execute or its stockholders and would not reasonably be expected to have an adverse effect on receipt deliver a duplicate of a favorable informal advisory opinion from the STB and (ii) the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company if such modification or amendment would reasonably be expected to increase the liability exposure of the Board of Directors of the Surviving Corporation under applicable law. No power of Parent or Holding Sub provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. Parent, The stock certificate for all the Shares shall continue to be held in consultation with the name of the Voting Trustee on the books and records of the Company, shall use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain a favorable informal advisory opinion from the STB staff to the effect that and the Voting Trust effectively insulates Parent from any violation Trustee shall continue to have full power and authority to vote such Shares during the remaining term of the ICA and STB rules or policies against unauthorized acquisition of control of regulated carriers. In furtherance and not in limitation of the foregoing, Parent and the Company agree that: (i) Parent shall make any filings required by the STB with respect to the Voting Trust and the Company shall make any filings reasonably required by Parent with respect thereto; (ii) Parent shall consult with the Company in connection with any discussions or proceedings initiated by Parent with the STB with respect to the Voting Trust; provided that the Company shall not initiate any such discussions or proceedings without Parent's prior written consent; and (iii) Parent, with the Company's consent, shall change or modify the terms of the Voting Trust this Agreement to the extent required by the STB as a condition to the issuance of such advisory opinion, so long as the required changes or modifications do not, in the aggregate, materially affect Parent's rights thereunder. Any trustee of the Voting Trust appointed by Parent and Holding Sub pursuant to the Voting Trust Agreement (a "Trustee") shall be reasonably satisfactory to the Board of Directors of the Companyterms and conditions set forth herein.

Voting Trust. (a) In connection with the sale of the Purchase Shares to the Purchaser as described above, Seller shall also deliver to Purchaser certificates evidencing the Voting Trust Shares (i.e. 650,000 shares of Class B Common Stock of the Company) which certificates shall be held by Purchaser in trust until the shares represented thereby are no longer subject to the provisions of this Section 3. Pursuant to this Section 3, Purchaser shall exercise all voting rights with respect to the Voting Trust Shares. Purchaser shall exercise such rights initially through William Moreno, President of Purchaser (in such capacity, the "Votin▇ ▇▇▇▇▇▇▇"). ▇urchaser may at any time, in its sole discretion, replace Mr. Moreno (or his successor) as Voting Trustee and any such replace▇▇▇▇ ▇▇▇▇▇ be the "Voting Trustee" for purposes of this Agreement as if such replacement had originally acknowledged this Agreement as contemplated on the signature page hereto. (b) Subject to the provisions of Section 3(f) below, the Voting Trustee shall be entitled to exercise all the voting and consenting rights in respect of the Voting Trust Shares, including the right to vote the Voting Trust Shares in connection with all matters requiring or permitting a stockholder vote or consent under the Delaware General Corporation Law. (c) Seller hereby acknowledges and agrees that the Voting Trustee is an officer and affiliate of the Purchaser and that the Voting Trustee may act as a Director and/or an officer and/or employee of the Company and may vote for himself as such and may be interested in the shares of common stock, or otherwise interested in, the Company. (d) The parties agree thatVoting Trustee shall not incur any liability hereunder, except for his own willful misconduct. (ie) immediately upon Seller shall be entitled to receive all dividends and all other corporate distributions made by the Company in respect of the Voting Trust Shares except that if any such dividend or distribution shall be made in shares of common stock or any other class of voting capital stock of the Company, the certificates for the shares of such common stock or other voting capital stock shall be deposited with or held by Voting Trustee subject to the terms of this Agreement and shall be deemed "Voting Trust Shares" for all purposes hereunder. (f) Subject to Section 3(g) below, the provisions of this Section 3 shall remain in full force and effect for an initial period of two years from the Effective Date (the "Initial Period"). The Initial Period shall automatically renew for subsequent, consecutive two-year periods (each, an "Extension Period") unless Purchaser otherwise notifies Seller of its intent to terminate the provisions of this Section 3 at any time. Upon termination of the provisions of this Section 3, Purchaser shall return to Seller any certificates representing the Voting Trust Shares in Purchaser's possession. (g) If, at any time while the provisions of this Section 3 are in effect, Seller desires to sell all or any portion of the Voting Trust Shares to a third party pursuant to a bona fide offer to purchase by Parentsuch shares, Holding Sub or their affiliates Seller shall first obtain the prior written consent of Purchaser to such sale, which consent shall not be unreasonably withheld, provided, however, that Purchaser may refuse to consent to any such proposed sale if Seller does not agree, in writing, as a condition precedent to such sale, that the Voting Trust Shares to be sold first be converted into shares of the Company Company's Class A Common Stock pursuant Stock, as contemplated by Section 4 of the Company's Certificate of Incorporation as in effect on the date hereof. Any consent by Purchaser to a sale of Voting Trust Shares hereunder shall include a written release of such Voting Trust Shares (and only such shares) from the provisions of this Section 3. Any Voting Trust Shares retained by Seller shall remain subject to the Offer terms of this Agreement as written. (h) Purchaser and Seller hereby agree that if either Party is required by any federal or otherwisestate statute, such shares shall be deposited in one law, rule or more separateregulation to file a copy of the provisions of this Section 3, independent, irrevocable voting trusts (collectively, the "Voting Trust") in accordance with the terms they will execute and conditions of one or more deliver a separate voting trust agreements agreement (collectively, the a "Voting Trust Agreement") substantially in to memorialize the form attached hereto as Exhibit A and (ii) upon consummation provisions of the Merger, all outstanding shares this Section 3 for purposes of the Surviving Corporation shall be deposited in the Voting Trust. Subject to complying with such applicable law and to the rules, regulations and practices of the STB, the Voting Trust Agreement may be modified federal or amended at any time by Parent in its sole discretion; provided that (i) prior to the Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to the Company or its stockholders and would not reasonably be expected to have an adverse effect on receipt of a favorable informal advisory opinion from the STB and (ii) the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company if such modification or amendment would reasonably be expected to increase the liability exposure of the Board of Directors of the Surviving Corporation under applicable law. No power of Parent or Holding Sub provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. Parent, in consultation with the Company, shall use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain a favorable informal advisory opinion from the STB staff to the effect that the Voting Trust effectively insulates Parent from any violation of the ICA and STB rules or policies against unauthorized acquisition of control of regulated carriersstate filing requirement. In furtherance and not in limitation the event of the foregoing, Parent and the Company agree that: (i) Parent shall make any filings required by the STB with respect to the Voting Trust and the Company shall make any filings reasonably required by Parent with respect thereto; (ii) Parent shall consult with the Company in connection with any discussions or proceedings initiated by Parent with the STB with respect to the Voting Trust; provided that the Company shall not initiate any such discussions or proceedings without Parent's prior written consent; and (iii) Parent, with the Company's consent, shall change or modify conflict between the terms of the Voting Trust Agreement to and the extent required by provisions of this Section 3, the STB as a condition to the issuance of such advisory opinion, so long as the required changes or modifications do not, in the aggregate, materially affect Parent's rights thereunder. Any trustee terms of the Voting Trust appointed by Parent and Holding Sub pursuant to the Voting Trust Agreement (a "Trustee") shall be reasonably satisfactory to the Board of Directors of the Companycontrol.