Voting Trustee. (a) The Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying the Investor and the Company in writing of such resignation, which shall take effect ten days thereafter or upon the earlier acceptance thereof by the Company and the Investor. The Investor may also, at any time upon ten days’ prior notice, cause the resignation and replacement of the Voting Trustee. Subject to subparagraph (b), below, upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, the Investor shall appoint promptly a successor Voting Trustee.
Voting Trustee. (a) The Voting Trustee shall have the right to resign as Voting Trustee hereunder during his lifetime at any time by notice to Interiors and the Voting Trust Certificate holders, such resignation to be effective at such time as a successor Voting Trustee accepts this Agreement pursuant to Section 3(c).
Voting Trustee. 7.1 The Voting Trustee may be removed at any time with or without cause by a written notice, signed by Xxxxx Xxxxxx while he is alive and not Incapable and after the death of Xxxxx Xxxxxx and during such time or times that he is Incapable, by the PTC Co, served on the Voting Trustee; provided, however, that no Voting Trustee may be removed without the prior or simultaneous written consent of McDonald’s, which consent shall not be unreasonably withheld. Such removal shall become effective upon the appointment of a successor trustee in accordance with Clause 7.3 or Clause 7.4 hereof.
Voting Trustee. (i) So long as Prometheus shall be in existence, Prometheus shall be the sole trustee of the Voting Trust. In the event of the merger of Prometheus (or any successor voting trustee) into any other person, such other person shall become the sole trustee of the Voting Trust. In the event of the dissolution of Prometheus (or any successor voting trustee), such person as Prometheus (or any successor voting trustee) shall, prior to its dissolution, designate as its successor shall become the sole trustee of the Voting Trust.
Voting Trustee. (a) The Voting Trustee shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions hereof, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than as a result of its own gross negligence or willful misconduct. Purchaser and Stockholder, jointly and severally, agree to indemnify, hold harmless and defend the Voting Trustee from and against any and all losses, claims, liabilities and reasonable expenses, including the reasonable fees of its counsel, which it may suffer or incur hereunder, or in connection herewith, except such as shall result solely and directly from its own gross negligence or willful misconduct, and each of Purchaser and Stockholder agree to contribute an amount equal to 50% of the total amount paid to Voting Trustee pursuant to this Section 8(a). Anything in this Agreement to the contrary notwithstanding, in no event shall the Voting Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Voting Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The foregoing indemnities in this paragraph shall survive the resignation of the Voting Trustee or the termination of this Agreement. The only duties and responsibilities of the Voting Trustee shall be to hold the Voting Trust received hereunder, to vote the Voting Trust Stock and to disburse such Voting Trust in accordance with the terms of this Agreement. The Voting Trustee shall have no responsibility for the validity of any agreements referred to in this Agreement, or for the performance of any such agreements by any party thereto or for interpretation of any of the provisions of any such agreements. The Voting Trustee shall be fully protected and shall not incur any liability in acting in accordance with any written instructions given to it hereunder and believed by it to have been executed by the proper person. The Voting Trustee shall be under no duty to inquire into or investigate the validity or accuracy of any such document. The Voting Trustee's fees and expenses for acting as Voting Trustee hereunder are set forth in Schedule I hereto. Such fees and expenses shall be shared equally by Purchaser and Stockholder.
Voting Trustee. During the Agreement Period, the Voting Trustee will vote all Subject Shares pursuant to the terms of Section 3 of this Agreement. The Voting Trustee shall have the authority to vote the Subject Shares without seeking further instruction from the Voting Stockholder.
Voting Trustee. Xxxxxxx X. Xxxx is appointed as the Voting Trustee and shall serve until his resignation, death or disability as provided in section 8.
Voting Trustee. There shall be one voting trustee of this voting -------------- trust (the "VOTING TRUST"). Except as set forth in Section 6.7 below, the first and only voting trustee shall be Xxxxxxx X. Xxxxxx, Xx.
Voting Trustee. Xxxx X. Xxxxxx EXHIBIT B JOINDER AGREEMENT To Each of the Parties Referred to in the Voting Trust Agreement c/o Xxxx X. Xxxxxx, Voting Trustee Xxxxxx Xxxxxx, Inc. 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Gentlemen: Upon issuance to the undersigned of Voting Trust Certificate No. V-__, pursuant to the Voting Trust Agreement dated as of December 17, 1996, as amended and restated as of April 29, 1998 (the "Voting Trust Agreement"), among Commemorative Brands, Inc., a Delaware corporation (the "Company"), each of the stockholders of the Company party thereto and Xxxx X. Xxxxxx, as Voting Trustee, against deposit by the undersigned in the Voting Trust created thereby of all of the undersigned's shares of Common Stock, par value $.01 per share, and Series B Preferred Stock, par value $.01 per share, of the Company, the undersigned agrees that the undersigned shall become a party to the Voting Trust Agreement and shall be fully bound by and subject to all of the covenants, terms and provisions (including restrictions on transfer) of the Voting Trust Agreement and shall be entitled to all of the rights and benefits of a "Stockholder" under the Voting Trust Agreement as though an original party thereto. ------------------------------ Dated: ______________, _____
Voting Trustee. By: ---------------------- Date: ------------------------------------- HOLDER:
