Voting Trustees s/ Xxxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx -------------------------------------- Xxxxxx X. Xxxxx EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ POWERSTATION TECHNOLOGIES, INC. A Massachusetts Corporation No. 6 10,000 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Voting Trustees of the capital stock of Powerstation Technologies, Inc. (the "Corporation") under and agreement dated ________, _____, 1995 by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called the "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant to such Agreement, hereby certify that Xxxxx Xxxxx will be entitled to receive a certificate for 10,000 shares of common stock, $.01 par value, of the Corporation upon the expiration of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, adopts and ratifies the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate is issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions of the Voting Trust Agreement.
Voting Trustees. (a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Board of Directors or any equivalent governing body of AXA or either a member of the Management Committee or Executive Committee of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. (“Generali”) or of BNP Paribas (“Paribas”) or any affiliate of either of them (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the “Qualifications”). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Board of Directors or equivalent governing body of AXA or either a member of the Management Committee or Executive Committee of AXA. Unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, any Voting Trustee shall be disqualified from serving as a Voting Trustee upon obtaining a position referred to in clause (ii) of the preceding sentence, unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediately cease to be a Voting Trustee. All appointments of Voting Trustees shall be subject to the prior approval of the Superintendent. The Voting Trustees shall promptly notify the holders of Voting Trust Certificates of any such appointment.
(b) Any successor Voting Trustee appointed as herein provided shall indi...
Voting Trustees. 3.1 Each Voting Trustee (a) accepts the trust and proxy hereby created in accordance with all of the terms and conditions and reservations herein contained and agrees to serve as Voting Trustee hereunder, and (b) agrees that he will exercise the powers and perform the duties of the Voting Trustee as herein set forth according to his best judgment.
3.2 Each of the two trustees shall be unaffiliated with each other, and each shall have no familial or business connection with the management of iconectiv, Ericsson Parent (including any of its subsidiaries and Affiliates), Ericsson Holding (including any of its subsidiaries and Affiliates), FP Icon (including any of its subsidiaries and Affiliates) or any Telecommunications Service Provider (defined as any telecommunications carrier as defined in 47 U.S.C. § 153(51) and any Interconnected VoIP Provider, as defined in 47 U.S.C. § 153(25)). The Voting Trustees shall take no action that would cause iconectiv to violate the Code of Conduct.
3.3 Any Trustee or successor Trustee may at any time resign by delivery to the other Trustee and to Ericsson Holding and FP Icon of his resignation in writing. In the event of a vacancy or vacancies occurring in the office of Trustee or successor Trustee through the death, incapacity, resignation, refusal to act, or removal from the role of Trustee under this Agreement, Ericsson Holding and FP Icon may, upon mutual agreement, appoint a successor Trustee to fill each such vacancy, and with the prior written consent of the FCC. A majority of the iconectiv Board of Managers, by affirmative vote, may remove a Trustee with or without cause at any time, with the written consent of the FCC, which consent shall not be unreasonably withheld or delayed, and a successor Trustee shall be appointed in accordance with the preceding sentence. The successor Trustee so appointed shall be clothed with all the rights, privileges, duties and powers conferred upon the Trustees herein named. Upon the appointment of a successor Trustee, new certificates of Trust Units shall be issued in the names of the current Voting Trustees. In the event of a vacancy, notwithstanding Section 1.5, the sole remaining Trustee may exercise the powers of the Voting Trustees for the lesser of 120 days or until a successor is appointed.
3.4 Ericsson Holding and FP Icon each hereby waives any and all claims of every kind and nature which hereafter Ericsson Holding or FP Icon may have against the Voting Trustees, and agrees...
Voting Trustees s/ Xxxxxxxx X. Xxxxxxxx ------------------------ Xxxxxxxx X. Xxxxxxxx, as Voting Trustee /s/ Xxxxxx X. Xxxxx ------------------------ Xxxxxx X. Xxxxx, as Voting Trustee EXHIBIT B --------- NETWORK ENGINES, INC. (FORMERLY, POWERSTATION TECHNOLOGIES, INC.) DECLARATION AND AGREEMENT OF TRUST Counterpart Signature Page -------------------------- The undersigned stockholder of Network Engines, Inc. hereby agrees to be bound by the terms of that certain Voting Trust Agreement made effective as of the 1st day of October, 1995 between Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees and the original signatories thereto with the same force and effect as if the undersigned Stockholder were an original party to the Voting Trust Agreement.
Voting Trustees. Subject to the terms hereof, a Voting Trust Certificate issued by the Voting Trustees and so signed shall entitle the registered holder thereof upon the termination of this Agreement (or upon the permitted sale of All American Shares from time to time as hereinafter provided in accordance with the terms of this Agreement), to receive in accordance with the provisions hereof a share certificate or certificates for the number of All American Shares (or lower number, if requested pursuant to a permitted sale) represented thereby, and in the meantime to the rights in respect of such All American Shares provided in this Agreement.
Voting Trustees. The Voting Trust Agreement is hereby amended by deleting clause (i) of the fourth sentence of Section 2(a) of the Voting Trust Agreement and substituting therefor the following:
(i) is a member of the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA".
Voting Trustees. The voting Trustees shall be—
(A) the Supervisor of the Santa Fe Na- tional Forest, United States Forest Service;
(B) the Superintendent of the Bandelier National Monument, National Park Service; and
(C) 7 individuals, appointed by the Presi- dent, in consultation with the congressional delegation from the State of New Mexico. The 7 individuals shall have specific exper- tise or represent an organization or govern- ment entity as follows—
(i) one trustee shall have expertise in as- pects of domesticated livestock manage- ment, production, and marketing, including range management and livestock business management;
(ii) one trustee shall have expertise in the management of game and nongame wildlife and fish populations, including hunting, fish- ing, and other recreational activities;
(iii) one trustee shall have expertise in the sustainable management of forest lands for commodity and noncommodity purposes;
(iv) one trustee shall be active in a non- profit conservation organization concerned with the activities of the Forest Service;
(v) one trustee shall have expertise in fi- nancial management, budget and program analysis, and small business operations;
(vi) one trustee shall have expertise in the cultural and natural history of the region; and
(vii) one trustee shall be active in State or local government in New Mexico, with exper- tise in the customs of the local area.
Voting Trustees. Any notice, demand or request to the Voting Trustees required or permitted to be given under this Agreement shall be sufficient if addressed to the Voting Trustees at 500 Xxxxx Xxxxxxxx, Xxst Office Box 25125, Oklaxxxx Xxxx, Xxxxxxxx 00000 (xx such other address as the Voting Trustees may designate for receipt of notices) and if deposited, postage prepaid, into the United States mails, or given by telex, facsimile or personal delivery. Any such notice, demand or request shall be effective only upon its actual receipt by the Voting Trustees. Any notice to a Voting Trustee from another Voting Trustee shall be sufficient if addressed to the Voting Trustee at the address as set forth opposite such Trustee's signature and if deposited, postage prepaid, into the United States mails or given by telex, facsimile or personal delivery. Any such notice shall be effective upon the date of mailing or transmission, whether or not received.
Voting Trustees. Subject to Section 7.7 below and the division of --------------- responsibilities set forth in this AGREEMENT, initially XXXXXX and XXXXXXX shall be the voting trustees (the "VOTING TRUSTEES"). Upon the occurrence of a XXXXXX TERMINATION, XXXXXX shall cease to be a TRUSTEE. (See Section 7.2 regarding termination of employment of XXXXXXX and termination of the VOTING TRUST.)
Voting Trustees
