Common use of Voting Trust Clause in Contracts

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 to the terms and conditions of this Agreement; provided, however, that if such transfer is to a third party and is in accordance with Sections 2, 3 or 4 of the Right of Refusal and Co-Sale Agreement and Investors' Rights Agreement each dated as of on or about January 30, 1996 by and among the Company, Xxxx, Xxxxxx and the Investors (as defined therein) such third party transferee shall obtain ownership of such Shares free and clear of the obligations of this Agreement. Other than as provided in this Agreement, each such transferee shall, in connection with the transfer of such interest, automatically become a party to this Agreement and be bound by all the terms and conditions of this Agreement, without any requirement that such transferee execute or deliver a duplicate of this Agreement. The stock certificate for all the Shares shall continue to be held in the name of the Voting Trustee on the books and records of the Company, and the Voting Trustee shall continue to have full power and authority to vote such Shares during the remaining term of this Agreement pursuant to the terms and conditions set forth herein.

Voting Trust. 1.1 Creation of Trust and Transfer of Shares. ---------------------------------------- (a) There A Shareholder may grant a proxy, but is hereby established prohibited from creating a voting trust with respect 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, pursuant 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 which the Voting Trustee shall have full power all dividends and authority to vote 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 accordance with the specific terms Corporation ceasing to be a “Canadian Controlled Private Corporation” for the purposes of the Income Tax Act (Canada). The provisions of Sections 4.4(2) and 4.4(3) are in addition to, and not instead of, any other remedies to enforce the 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 to the terms and conditions of this Agreement; provided, however, that if such transfer is to a third party and is in accordance with Sections 2, 3 or 4 of the Right of Refusal and Co-Sale Agreement and Investors' Rights Agreement each dated as of on or about January 30, 1996 by and among the Company, Xxxx, Xxxxxx and the Investors (as defined therein) such third party transferee shall obtain ownership of such Shares free and clear of the obligations of this Agreement. Other than as provided in this Agreement, each such transferee shall, in connection with the transfer of such interest, automatically become a party to this Agreement and be bound by all the terms and conditions of this Agreement, without any requirement that such transferee execute or deliver a duplicate of this Agreement. The stock certificate for all the Shares shall continue to be held in the name of the Voting Trustee on the books and records of the Company, and the Voting Trustee shall continue to have full power and authority to vote such Shares during the remaining term of this Agreement pursuant to the terms and conditions set forth herein.

Voting Trust. 1.1 Creation The parties agree that, (i) immediately upon the purchase by Parent, Holding Sub or their affiliates of Trust and Transfer of Shares. ---------------------------------------- (a) There is hereby established a voting trust with respect to all shares of the Shares, Company Common Stock pursuant to which the Offer or otherwise, such shares shall be deposited in one or more separate, independent, irrevocable voting trusts (collectively, the "Voting Trustee shall have full power and authority to vote the Shares Trust") 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 to 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; provided. Parent, however, that if such transfer is to a third party and is in accordance consultation with Sections 2, 3 or 4 of the Right of Refusal and Co-Sale Agreement and Investors' Rights Agreement each dated as of on or about January 30, 1996 by and among the Company, Xxxxshall use its reasonable best efforts to take, Xxxxxx 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 Investors Company agree that: (as defined thereini) such third party transferee Parent shall obtain ownership of such Shares free make any filings required by the STB with respect to the Voting Trust and clear of the obligations of this Agreement. Other than as provided in this Agreement, each such transferee shall, 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 transfer of STB with respect to the Voting Trust; provided that the Company shall not initiate any such interestdiscussions or proceedings without Parent's prior written consent; and (iii) Parent, automatically become a party to this Agreement and be bound by all with the Company's consent, shall change or modify the terms and conditions of this Agreement, without any requirement that such transferee execute or deliver a duplicate of this Agreement. The stock certificate for all the Shares shall continue to be held in the name of the Voting Trustee on Trust Agreement to the books 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 records Holding Sub pursuant to the Voting Trust Agreement (a "Trustee") shall be reasonably satisfactory to the Board of Directors of the Company, and the Voting Trustee shall continue to have full power and authority to vote such Shares during the remaining term of this Agreement pursuant to the terms and conditions set forth herein.

Voting Trust. 1.1 Creation A. XXXXXX xxx HAUSDORFF shall be entitled to sell the balance 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 their shares of the Company's capital PRINCETON common 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 volume and Xxxxxx shall promptly following right of first refusal restrictions hereinafter provided. However, the execution hereof redeliver to the Company balance of the stock certificates representing the Shares each currently holds as voting trustee under the Prior Voting Trust Agreement owned by GINGLE 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 HAUSDORFF shall be subject to an irrevocable voting trust pursuant to which THE INVESTOR GROUP shall be fully entitled to vote all such stock (the terms "VOTING TRUST"). THE INVESTOR GROUP shall be entitled to vote all such stock until the later of (a) September 25, 1999 or (b) such time as GINGLE and conditions HAUSDORFF, including their respective wives, MRS. XXXXXX xxx MRS. HAUSDORFF, collectively own or hold, directly or indirectly, beneficially or by nominee, less than 150,000 shares of PRINCETON common stock. Upon the later of September 25, 1999 or when GINGLE and HAUSDORFF, and their respective spouses or related entities collectively, own or hold less than 150,000 shares of PRINCETON common stock, they shall provide written notice thereof to THE INVESTOR GROUP, and the VOTING TRUST shall immediately terminate. A copy of this Agreement; provided, however, that if such transfer is written notice shall also be forwarded to a third party and is in accordance with Sections 2, 3 or 4 of PRINCETON who shall immediately make the Right of Refusal and Co-Sale Agreement and Investors' Rights Agreement each dated as of appropriate entry on or about January 30, 1996 by and among the Company, Xxxx, Xxxxxx and the Investors (as defined therein) such third party transferee shall obtain ownership of such Shares free and clear of the obligations of this Agreement. Other than as provided in this Agreement, each such transferee shall, in connection with the transfer of such interest, automatically become a party to this Agreement and be bound by all the terms and conditions of this Agreement, without any requirement that such transferee execute or deliver a duplicate of this Agreement. The stock certificate for all the Shares shall continue to be held in the name of the Voting Trustee on the its books and records reflecting the termination of the Company, VOTING TRUST and the Voting Trustee shall continue restoration of all voting rights to have full power GINGLE and authority to vote such Shares during HAUSDORFF. B. Until the remaining term termination of this Agreement pursuant the VOTING TRUST, GINGLE and HAUSDORFF shall, at all times herein relevant, remain the sole and beneficial owners of the shares subject to the terms and conditions set forth herein.VOTING TRUST. THE INVESTOR GROUP, shall not be authorized to sell, encumber, alienate, or otherwise transfer or dispose of these shares. Further, all dividends or distributions declared on the stock, whether cash, shares, distributions in liquidation, mixed distributions, or any other

Voting Trust. 1.1 Creation of Trust and Transfer of Shares. ---------------------------------------- (a) There is hereby established In the event that the Pledgee permits the Pledgor to enter into a voting trust with respect agreement and to all of transfer the SharesPurchased Shares to a Person in trust under such voting trust agreement (a "Voting Trustee"), pursuant to which the then, such Voting Trustee shall have full power be required as a condition to such transfer to pledge and authority to vote deposit with the Pledgee the Purchased Shares in accordance with Section 1 hereof to the specific terms same extent as if such Voting Trustee were the Pledgor and the other provisions of this AgreementAgreement that refer to the Pledgor shall be deemed also to refer to such Voting Trustee, provided that Section 3 hereof shall be deemed, with respect to the Purchased Shares, to refer to such Voting Trustee only and not to the Pledgor. 5. The Voting Trustee Pledgee shall have full power 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 authority to vote (b) the Shares, subsequent conversion of Merger Sub Shares into the Surviving Corporation Shares pursuant to the terms Merger Agreement; provided that the Pledgor shall (i) not dispose of Section 2.2 hereof; providedthe original Pledged Shares, howeverthe Merger Sub Shares or the Surviving Corporation Shares (together, that 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 shall pursuant to the Voting Trust Agreement; (ii) not have permit any of the Shares to become subject to any lien or encumbrance; and (iii) exercise such care in storing and preserving any of the 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 vote the Xxxxxx Shares (and all voting shares possess any 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 otherwiseShares) 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 the obligations of the Company, and provided further that, notwithstanding Pledgor under the terms of Section 3 hereof, Xxxxxx'x obligation to retain the Xxxxxx Shares pursuant to this Pledge Agreement shall terminate remain in full force and effect to the extent permitted by law. The Pledgor shall immediately return any of the Shares which are in the event Pledgor's possession to the Pledgee if either (i) Xxxxxx owns less than 500,000 shares of the Common Stock of Merger is consummated pursuant to the Company Merger Agreement, 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 issueit becomes likely, 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 reasonable judgment 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 to the terms and conditions of this Agreement; provided, howeverPledgee, that if such transfer is to either the Management Share Exchange or the Merger shall not be consummated on a third party and is in accordance with Sections 2, 3 or 4 of the Right of Refusal and Co-Sale Agreement and Investors' Rights Agreement each dated as of on or about January 30, 1996 by and among the Company, Xxxx, Xxxxxx and the Investors (as defined therein) such third party transferee shall obtain ownership of such Shares free and clear of the obligations of this Agreement. Other than as provided in this Agreement, each such transferee shall, in connection with the transfer of such interest, automatically become a party to this Agreement and be bound by all the terms and conditions of this Agreement, without any requirement that such transferee execute or deliver a duplicate of this Agreement. The stock certificate for all the Shares shall continue to be held in the name of the Voting Trustee on the books and records of the Company, and the Voting Trustee shall continue to have full power and authority to vote such Shares during the remaining term of this Agreement pursuant to the terms and conditions set forth hereintimely basis.