AMENDED AND RESTATED VOTING TRUST AGREEMENT
THIS AMENDED AND RESTATED VOTING TRUST AGREEMENT, dated as of
October 1, 1999, is made and entered into among Xxxx X. Xxxx, as voting trustee
(the "Voting Trustee") of the voting trust created by this Agreement, and such
owners of common stock, $.001 par value, of ADVANCED LIGHTING TECHNOLOGIES,
INC., an Ohio corporation (the "Company") whose names are listed on Exhibit A
attached hereto (hereinafter sometimes separately referred to as a "Shareholder"
and collectively as the "Shareholders").
RECITALS
A. The Voting Trustee and the Shareholders desire to amend and
restate in its entirety the Voting Trust Agreement dated as of January 2, 1998,
as amended, among the Voting Trustee and the Shareholders.
B. The Shareholders desire that all of their shares of common
stock, par value $.001 per share, of the Company, set forth opposite their names
on Exhibit A hereto and any other shares delivered to the Voting Trustee
pursuant to section 1(a) at the option of any Shareholder (collectively the
"Shares") be made subject to the terms and conditions of this Agreement. The
Shareholders acquired the Shares pursuant to the Stock Purchase Agreement, dated
as of December 19, 1997 (the "Stock Purchase Agreement"), among the Company,
Ruud Lighting, Inc., a Wisconsin corporation ("RLI"), and the Voting Trustee and
the Shareholders as shareholders of RLI.
C. The Shareholders deem this Agreement to be in the best interest
of the Company and all of the Shareholders.
AGREEMENTS
In consideration of the recitals and the mutual agreements herein
contained, the parties agree as follows:
1. Deposit of Voting Shares; Issuance of Voting Trust
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Certificates.
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(a) The Shareholders will (i) promptly deposit with the
Voting Trustee the certificate(s) evidencing all of the Shares owned by each
such Shareholder (the "Share Certificates") duly endorsed for transfer to the
Voting Trustee or accompanied by proper instruments duly executed to effect the
transfer of such Shares to the Voting Trustee, and will accept in exchange
therefor a Voting Trust Certificate representing the number of Shares deposited
by such Shareholder; or (ii) deliver to the
Voting Trustee a duly executed irrevocable proxy, substantially in the form of
Exhibit B (a "Shareholder Proxy") with respect to any shares which are "Pledged
Shares," as defined in Section 7(e).
(b) Upon receipt of the Share Certificates pursuant to
subsection (a)(i) of this Section, the Voting Trustee shall cause to be issued
and delivered to each Shareholder a Voting Trust Certificate, substantially in
the form of Exhibit C hereto with the blanks therein appropriately completed,
representing the number of Shares evidenced by the Share Certificates deposited
by each Shareholder. Voting Trust Certificates issued upon the transfer of, in
exchange for, or in addition to such Voting Trust Certificates, as provided in
this Agreement, shall be substantially in the form attached hereto as Exhibit C
with such appropriate variations, omissions, and insertions as may be required.
2. Issuance of Voting Shares to the Voting Trustee. The Voting
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Trustee shall cause all Share Certificates deposited with him pursuant to
Section 1 above to be surrendered to and canceled by the Company, and shall
cause the Company to issue and deliver to the Voting Trustee new share
certificates representing the Shares in the name of the Voting Trustee, as
voting trustee, which shall contain a legend stating that the Share Certificates
are issued pursuant and subject to the provisions of this Agreement. The
Company's stock ledger and journal shall indicate that such share certificates
are subject to the provisions of this Agreement. Except as herein provided, all
share certificates issued and delivered to the Voting Trustee pursuant to this
Section 2 shall at all times be and remain in the possession of the Voting
Trustee or a depository designated by the Voting Trustee. The Voting Trustee
shall not transfer any certificates representing Shares other than as provided
in this Agreement.
3. Records of Voting Trust Certificates.
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(a) Records. The Voting Trustee shall keep or cause to be
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kept books of record of all Voting Trust Certificates issued pursuant to this
Agreement, and shall also fix and determine a place at which such books of
record shall be kept and at which Voting Trust Certificates may be transferred.
(b) Inspection of Records of Voting Trust Certificates. Any
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owner of a Voting Trust Certificate shall have the right to inspect the books of
record of the Voting Trust Certificates to be maintained by the Voting Trustee
pursuant to Section 3(a) at the place at which such records are kept at any
reasonable time.
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4. Transfer of Voting Trust Certificates.
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(a) Voting Trust Certificates may be transferred pursuant to
this Section 4 provided that (i) such transfer is made in accordance with any
restrictions on transfer applicable to the Shares represented by the Voting
Trust Certificates, including, without limitation, any restrictions on transfer
of the Shares under the Stock Purchase Agreement, and (ii) such transfer is
either registered or exempt from registration under the Securities Act of 1933,
as amended.
(b) All permitted transfers of Voting Trust Certificates
shall be recorded on the books of record kept by the Voting Trustee. The Voting
Trustee may treat the record holder of the respective Voting Trust Certificates
as the absolute owner thereof for all purposes whatsoever and shall not be bound
to recognize any equitable interest in or claim to any such Voting Trust
Certificate or the Shares represented thereby on the part of any other party
until transferred on such books of record. The Voting Trustee shall not be
required to make any transfer of a Voting Trust Certificate upon such books of
record except upon surrender of a Voting Trust Certificate to be transferred,
properly assigned in such form as shall acceptable to the Voting Trustee,
accompanied by such evidence as the Voting Trustee may reasonably require as to
the authority of any person other than the record holder thereof who may seek to
effect such transfer and as to the genuineness of the appropriate signatures.
Upon each such transfer, the Voting Trust Certificates surrendered for transfer
shall be canceled and the Voting Trustee shall issue a new Voting Trust
Certificate to the transferee and the transferee shall, by acceptance thereof,
assent to the terms and conditions of this Agreement. Any such transferee shall
be required to execute a supplemental copy of this Agreement.
(c) Replacement of Voting Trust Certificates. In the event any
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Voting Trust Certificate shall become mutilated, lost, or destroyed, the Voting
Trustee, under such conditions with respect to indemnity or otherwise as he, in
his discretion, may prescribe, may provide for the issuance of a new Voting
Trust Certificate in lieu of such lost or destroyed Voting Trust Certificate or
in exchange for such mutilated Voting Trust Certificate.
5. Powers and Duties of Voting Trustee.
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(a) Right to Vote. The Voting Trustee shall be entitled to
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exercise all shareholder rights of the Shareholders in respect of the Shares,
including, but not limited to, the right to exercise voting rights of such
Shares on each matter submitted to the Company's shareholders for their vote,
consent, waiver, release, or other action and the right to take part in any
corporate or shareholders' action of the Company, whether ordinary or
extraordinary, by proxy or otherwise. The right of the Voting Trustee to
exercise the voting rights of the Shares in accordance with the terms hereof
includes, but
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is not limited to, the exercise of voting rights relating to fixing the number
and the election of directors of the Company, the changing of the Company's
capital structure, the amendment of the Company's Articles of Incorporation or
Code of Regulations, the reclassification of the Shares, the purchase of assets
by the Company, and the merger, consolidation, liquidation or dissolution of the
Company. The Voting Trustee shall also have the power to execute and deliver an
irrevocable proxy (the "GE Proxy") with respect to any Shares, including any
Pledged Shares, to General Electric Company, its successors and assigns ("GE"),
or the designee of GE (the "GE Proxyholder").The owners of Voting Trust
Certificates shall not have any right under such Voting Trust Certificates or
under this Agreement or otherwise, to exercise the voting rights of such Shares
or to take part in any corporate or shareholders' action or to do or perform any
act or thing that shareholders of the Company are now or may hereafter become
entitled to do or to perform, for so long as the Shares owned by each such
Shareholder are held by the Voting Trustee, except to receive cash dividends and
distributions when declared and paid and to review the books and records of the
Company during normal business hours. Notwithstanding anything to the contrary,
the Voting Trustee shall not have the right to sell or otherwise transfer any of
the Shares.
(b) Discretion of Voting Trustee. In exercising the voting
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rights of the Shares, or in doing any act with respect to the control or
management of the Company or its affairs, or otherwise acting hereunder, the
Voting Trustee shall be free to exercise his full discretion and, if the Voting
Trustee executes and delivers an irrevocable proxy pursuant to subsection (a) of
this Section, the GE Proxyholder shall be free to exercise its full discretion.
Notwithstanding anything to the contrary, the Voting Trustee shall not have the
right to sell or otherwise transfer any of the Shares.
(c) Acting as Director or Officer. The Voting Trustee and
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the GE Proxyholder, or any representative of either of them, may act as a
director, an officer or an employee of the Company and may vote for himself as
such and may have an ownership interest in the Company. The Voting Trustee and
the GE Proxyholder, or any person with whom or which either of them may be
associated, or any entity of which any such person may be a member, or any
corporation of which any such person may be a shareholder, director, or officer,
may contract with the Company or otherwise have a financial interest in any
matter or transaction to which the Company may be a party or in which the
Company may be in any way concerned, as though he were not Voting Trustee or the
GE Proxyholder, but otherwise subject to law.
(d) Compensation. The Voting Trustee shall serve without
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compensation. The Voting Trustee shall be reimbursed for all reasonable
expenses, disbursements and advances incurred or made by the Voting Trustee in
performance of his duties hereunder. The owners of the Voting Trust
Certificates agree to reimburse and indemnify the Voting Trustee for all
reasonable claims, expenses, and liabilities incurred
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by him in connection with the discharge of his duties under this Agreement. Any
such claims, expenses, or liabilities shall be charged to the Voting Trust
Certificate owners, pro rata, and may be deducted from dividends or other
distributions to them, or may be made a charge payable as a condition to the
delivery of Share Certificates following the surrender to the Voting Trustee of
the Voting Trust Certificates, and the Voting Trustee shall be entitled to a
lien therefor on the Shares, funds, or other property in his possession. The
Voting Trustee shall disclose in reasonable detail on an annual basis, all
reimbursements received for reasonable expenses, disbursements, advances
incurred or made by the Voting Trustee in performance of his duties hereunder.
(e) Immunities of the Voting Trustee. The Voting Trustees
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shall incur no responsibility in his capacity as voting trustee, as a
shareholder, or otherwise, by reason of any error of judgment or mistake of law
or other mistake, for any act or omission of any agent or attorney, for any
misconstruction of this Agreement, or for any action of any sort taken or
omitted hereunder or believed by him to be in accordance with the provisions and
intent hereof or otherwise, except solely for his own individual willful
misconduct. In the discharge of his duties hereunder, the Voting Trustee shall
be fully protected in acting in reliance upon any instrument, document, or paper
believed by him to be genuine and to have been executed by the proper parties;
and, shall likewise be fully protected in issuing any Voting Trust Certificate
or in taking or refraining from taking any action hereunder in reliance upon any
certificate or certificates purporting to be duly signed, as to the existence or
non-existence of any fact or facts or the performance or non-performance of any
act or acts. and may accept as conclusive any statement made in any such
certificate. The Voting Trustee shall not be required to give bond or security
for the discharge of his duties under this Agreement. The Voting Trustee, may
in his discretion, consult with counsel to be select by him and shall incur no
liability in respect of any action taken on the advice of any such counsel.
(f) Dividends. The record owner of each Voting Trust
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Certificate shall be entitled to receive his pro rata share of any dividends
paid or distributed by the Company upon the Shares represented by the Voting
Trust Certificates and all other corporate distributions made by the Company in
respect of such Shares; provided, however, that, if any such dividend or
distribution includes shares of capital stock of the Company with voting rights,
the certificates representing such shares of stock shall be deposited with the
Voting Trustee subject to the terms of this Agreement, and the owner of the
Voting Trust Certificate evidencing the Shares upon which such dividend or
distribution is made shall entitled to receive new Voting Trust Certificates
representing such newly-deposited shares of capital stock with voting rights.
The record date fixed by the Company for the purpose of the payment of
any dividend or for the making of any other distribution shall be the record
date for the purpose of payment distribution to the owners of Voting Trust
Certificates, and whenever
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any such record date shall be fixed, the owners of record of Voting Trust
Certificates at the date so fixed shall exclusively be entitled to participate
in the payment or distribution. Upon receipt by the Voting Trustee of any
dividend or other distribution in respect of any Shares held by the Voting
Trustee, the Voting Trustee shall promptly distribute the funds or property so
received by him to the owners of Voting Trust Certificates to whom such funds or
property should have been distributed by the Company if the foregoing provisions
hereof had been observed.
Notwithstanding the foregoing provisions of this Section 5, if the
Company shall reclassify its Shares, reorganize, sell all or substantially all
of its assets with or without dissolution, consolidate with or merge into
another corporation, or if another corporation shall merge into the Company, the
shares of capital stock into which the Shares then on deposit hereunder shall be
reclassified and any shares of capital stock issued in exchange or substitution
for the Shares then on deposit hereunder shall, if they are a non-voting shares,
be distributed in accordance with the provisions of this Agreement directly to
the record owners of outstanding Voting Trust Certificates, issued in respect of
such Shares; or, if they are voting shares, they shall become subject to the
terms and conditions of this Agreement as if such voting shares had been
originally deposited hereunder, and shall be deposited with the Voting Trustee,
and the owner of outstanding Voting Trust Certificates shall be entitled to
receive new Voting Trust Certificates representing such newly deposited shares
of capital stock with voting rights.
(g) Deductions for Distributions. There shall be deducted
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and withheld from every distribution of every kind under this Agreement any
taxes, assessments, or other charges that may be required by law to be deducted
or withheld, as well as expenses and charges incurred pursuant to Section 5(e),
to the extent that the expenses and charges remain unpaid or unreimbursed.
6. Resignation of Voting Trustee.
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(a) Resignation of Voting Trustee. The Voting Trustee may at
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any time resign by delivering to (i) the owners of the Voting Trust Certificates
and Pledged Shares and (ii) GE, his resignation in writing, to take effect not
less than ten days after delivery. Such notice of resignation shall specify the
time and manner of delivery of certificates representing Shares following the
surrender and cancellation of the respective Voting Trust Certificates as
described in Section 7(c) below. Promptly following the effectiveness of such
resignation, the Voting Trustee shall transfer any property held by the Voting
Trustee to the successor Voting Trustee.
(b) Death or Disability of Voting Trustee. The rights and
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duties of the Voting Trustee shall terminate on his death or disability and no
interest in any of the property owned or held hereunder nor any of the rights or
duties of the Voting Trustee
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may be transferred by will, devise, succession, or in any manner, except as
provided in this Agreement. The heirs, administrators, and executors of the
Voting Trustee shall, however, have the right and absolute duty to convey any
property held by the Voting Trustee to the successor Voting Trustee, if any, or
to the Shareholders promptly upon termination of this Agreement. For purposes
of this Agreement, disability shall mean the inability of the Voting Trustee to
perform satisfactorily his duties hereunder for a period of 120 days in the
aggregate out of 150 consecutive days as a result of a physical or mental
illness or other disability, which, in the written opinion of a physician of
recognized ability and reputation, makes it highly likely that such illness or
disability will continue for a significant period of time.
(c) Successor Voting Trustee. If, for any reason, the Voting
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Trustee ceases to be Voting Trustee, a successor Voting Trustee shall be
designated by GE. If GE fails to designate a successor Voting Trustee, of if
such successor fails to accept the rights and duties of the Voting Trustee,
within 45 days of notice of the death, disability, or resignation of the Voting
Trustee, the Shareholders owning a majority of the Shares may designate the
successor Voting Trustee. If the Shareholders fail to so designate a successor
Voting Trustee within 60 days following notice of death, disability or
resignation of the Voting Trustee, any Shareholder may petition any court of
competent jurisdiction in the County of Cuyahoga, State of Ohio for appointment
of a successor Voting Trustee. Upon acceptance of designation as successor
Voting Trustee, the successor Voting Trustee shall have all of the rights and
duties of the Voting Trustee hereunder.
7. Termination.
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(a) Duration. Except as otherwise provided in Sections 7(b)
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and (c), this Agreement shall terminate on the earlier of: (i) January 1, 2008;
or (ii) the date upon which all of the Shares are acquired by the Company and/or
any shareholders of the Company that are not a party to this Agreement.
(b) Termination by Voting Trustee. This Agreement may, at
--------------------------------
any time, be terminated by the Voting Trustee with the prior written consent of
GE. Written notice of such termination shall be given by the Voting Trustee to
all of the owners of the outstanding Voting Trust Certificates and Pledged
Shares pursuant to the provisions of Section 8 of this Agreement. Such notice
shall specify the time and manner of delivery of certificates representing
Shares following the surrender and cancellation of the respective Voting Trust
Certificates and Shareholder Proxies as described in Section 7(d) below.
(c) Termination Upon Sale. Upon the transfer for value of
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economic beneficial ownership of any Shares to anyone other than a Shareholder,
provided such Shares transferred are either registered or are exempt from
registration
7
under the Securities Act of 1933, as amended, and such transfer is made in
accordance with any agreements entered into by the Company or the Shareholder
with any underwriters which may restrict the transfer of such Shares for certain
periods of time, such transferred Shares shall no longer be subject to this
Agreement.
(d) Obligations of Voting Trustee Upon Termination. Upon the
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termination of this Agreement or transfer of Shares pursuant to subsection (c)
of this Section, the owners of the Voting Trust Certificates shall surrender
their respective Voting Trust Certificates to the Voting Trustee or, upon the
Voting Trustee's death or disability, the Secretary of the Company who shall
deliver to the Company the certificates representing Shares, and the Secretary
of the Company shall then issue or caused to be issued certificates representing
the Shares to the appropriate respective owners of the Voting Trust
Certificates. If, at the expiration of four months after termination of this
Agreement, any Voting Trust Certificate shall not have been surrendered to the
Voting Trustee he may, in his discretion, and if acceptable to the Secretary of
the Company, deliver the certificates representing such Shares to the Secretary
of the Company to be held by the Company for the owners of any such Voting Trust
Certificates to be delivered to such owners upon surrender of their respective
Voting Trust Certificates, whereupon all responsibilities of the Voting Trustee
with respect thereto shall cease; provided, however, if the Voting Trustee shall
have died or become disabled, the shares shall be held by the Company for the
owners of any such Voting Trust Certificates to be delivered to such owners upon
surrender of their respective Voting Trust Certificates whereupon all
responsibilities of the Company with respect thereto shall cease.
Notwithstanding the termination of this Agreement, the Voting Trustee or upon
the Voting Trustee's death or disability, the Secretary shall thereafter have
the power to take or cause to be taken such further and other action as he may
deem necessary or desirable to conclude promptly the duties imposed upon him in
this Agreement; provided however, that after the termination of this Agreement,
he shall have no authority to exercise any voting rights of the Shares.
(e) Pledging of Shares. Any of the Shareholders may pledge
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any portion of their respective Shares (the "Pledged Shares") to secure loans
("Loans") and such Pledged Shares shall not be subject to the restrictions
contained in this Agreement, provided that any such Shareholder executes and
delivers to the Voting Trustee a duly executed Shareholder Proxy. Upon the
repayment of such Loans and the cancellation of such pledge, the Pledged Shares
shall again be subject to the terms of this Agreement and the restrictions
contained in this Agreement and the Shareholder Proxy shall be terminated. In
connection with the pledging of Shares, the owners of the Voting Trust
Certificates shall surrender their Voting Trust Certificates to the Voting
Trustee or upon the Voting Trustee's death or disability, the Secretary of the
Company, who shall deliver to the Company the certificates representing the
Pledged Shares, and the Secretary of the Company shall issue or cause to be
issued certificates representing the Pledged Shares to the appropriate
respective owners of the Voting Trust Certificates to be delivered to such
owners upon surrender of 'their respective Voting Trust Certificates. Upon
repayment of
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the Loans and the cancellation of such pledge and the return of the Pledged
Shares to the Shareholder, such Shareholder shall immediately deliver the
Pledged Shares to the Voting Trustee in accordance with Section 1 of this
Agreement. The Voting Trustee or upon the Voting Trustee's death or disability,
the Secretary shall have the power to take or cause to be taken such further and
other action as he may deem necessary or desirable to conclude promptly the
duties imposed upon him in this Section; provided however, he shall have no
authority to exercise any voting rights of the Shares.
8. Notice.
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(a) Notice to Owners of Voting Trust Certificates and Pledged
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Shares. All notices to be given to owners of Voting Trust Certificates and
Pledged Shares may be given by personally delivering or mailing the same to such
record owners at the last addresses furnished in writing by such owners to the
Voting Trustee, and any notice when so delivered or mailed shall be considered
as served on the respective owners of Voting Trust Certificates and Pledged
Shares.
(b) Notice to Voting Trustee. Any notice required or
---------------------------
permitted to be given hereunder to the Voting Trustee shall be given by
personally delivering or mailing the same to Xxxx X. Xxxx, 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxx 00000 or such other address as shall be in writing by
the Voting Trustee to the owners of Voting Trust Certificates and Pledged
Shares.
9. Payment of Taxes. If at any time any tax is payable by the
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Voting Trustee in respect of the ownership of the Shares held by him or in
respect of any dividends, distributions, or other rights in respect of the
Shares, the tax may be paid out of any assets of the Voting Trust created by
this Agreement or any dividends or distributions received by the Voting Trustee;
provided, however, that the Voting Trustee shall be fully reimbursed by the
Shareholders, on a pro rata basis based upon Share ownership, for any such
payments by the Voting Trustee not satisfied out of the assets of the Trust or
dividends or distributions received by the Voting Trustee.
10. Amendment. If at any time, the Voting Trustee, with the prior
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written consent of GE shall deem it desirable to amend this Agreement in any
respect, he shall give notice of such proposed amendment to the owners of the
outstanding Voting Trust Certificates and Pledged Shares. Such amendment shall
become effective upon the written consent of the owners of a majority in
interest of the (i) outstanding Voting Trust Certificates based on the number of
Shares represented by such Voting Trust Certificates and (ii) the Pledged
Shares, or at a meeting of Shareholders. If the Voting Trustee deems it
desirable to have a meeting to approve any proposed amendment, the Voting
Trustee shall give notice, which shall be in writing and be given at least
fifteen (15) days prior to the proposed meeting, shall state that the purpose of
the meeting is to consider the
9
amendment of this Agreement and shall be accompanied by a copy of the proposed
amendment. If at such meeting the proposed amendment or any modification
thereof shall be approved by the owners of a majority interest of the (i)
outstanding Voting Trust Certificates based on the number of Shares represented
by such Voting Trust Certificates and (ii) the Pledged Shares, a certificate to
that effect shall be made and verified by a Secretary elected at such meeting
and filed with the Voting Trustee. Upon such written consent or approval and
the filing of such written consents or said certificate with the books of record
kept by the Voting Trustee, the proposed amendment or modification thereof shall
become a part of this Agreement with like force and effect as of originally
incorporated herein.
11. Miscellaneous.
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(a) Acceptance by Voting Trustee. The Voting Trustee accepts
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the trust hereunder and agrees to perform as trustee upon the terms and
conditions of this Agreement.
(b) Parties to Agreement. This Agreement shall be binding
----------------------
upon and shall operate for the benefit of the Shareholders and the Voting
Trustee and their respective heirs, estates, personal representatives,
successors and permitted assigns, and shall be binding upon any transferee of
Shares or Voting Trust Certificates from a Shareholder. Subject to the terms of
Section 7(c), the name of any permitted transferee of Shares or Voting Trust
Certificates from a Shareholder shall be added or be deemed to be added to the
attached Exhibit A and such persons shall be considered Shareholders for
purposes of this Agreement.
(c) Entire Agreement. This Agreement contains the entire
-----------------
understanding among the parties and supersedes any prior understanding and
agreements between them respecting the within subject matter hereof. There are
no representations, agreements, arrangements, or understandings, oral or
written, between or among the parties hereto relating to the subject matter of
this Agreement which are not fully expressed herein.
(d) Survival. This Agreement shall be binding upon and inure
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to the benefit of the heirs, executors, administrators successors, and assigns
of the parties hereto.
(e) Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute one and the same instrument. The
execution by any one party of any counterpart shall be sufficient execution by
that party, whether or not the same counterpart has been executed by any other
party.
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(f) Fractional Shares. Whenever necessary, the Voting
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Trustee may issue Voting Trust Certificates for fractional Shares.
(g) Gender; Number. Whenever the context of this Agreement
---------------
requires, the masculine gender includes the neuter or feminine, and the singular
number includes the plural.
(h) Effectiveness of Amended and Restated Agreement. This
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Amended and Restated Voting Trust Agreement shall become effective upon approval
of this Amended and Restated Voting Trust Agreement, in accordance with the
terms of the Agreement as in effect on the date of such approval, whether or not
this Amended and Restated Voting Trust Agreement is executed by an individual
Shareholder.
(i) Governing Law. The validity of this Agreement or any
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part hereof, and the interpretation and enforcement of all provisions hereof,
shall be governed by and construed and enforced in accordance with the laws of
the State of Ohio.
(j) Invalidity. The invalidity of any term or provisions of
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this Agreement shall not affect the validity of the remainder of this Agreement
and this Agreement shall be enforced to the greatest extent permitted by law.
(k) Headings. The section headings contained in this
--------
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
(l) GE Rights. The obligation to obtain GE's consent in
----------
Sections 7 and 10, and the rights of GE to notice and to designate a successor
Voting Trustee in Section 6 shall be effective on and after the date on which GE
makes an equity investment in the Company in an amount not less than
$20,000,000, and shall terminate as provided in the agreements related to such
equity investment, at all other times such references to GE shall be of no force
and effect.
IN WITNESS WHEREOF, the parties hereto have signed the attached
counterpart signature pages of this Agreement as of the day and year first above
written.
(Agreement and Signature Lines Continue on Following Pages)
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This page constitutes a counterpart signature page to the Amended and
Restated Voting Trust Agreement made and entered into by and among Xxxx X. Xxxx,
as voting trustee, and certain Shareholders of Advanced Lighting Technologies,
Inc., an Ohio corporation, on October 1, 1999. The undersigned parties hereby
agree to be bound by the terms thereof.
VOTING TRUSTEE:
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Date: October 1, 1999
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This page constitutes a counterpart signature page to the Amended and
Restated Voting Trust Agreement made and entered into by and among Xxxx X. Xxxx,
as voting trustee, and certain Shareholders of Advanced Lighting Technologies,
Inc., an Ohio corporation, on October 1, 1999. The undersigned parties hereby
agree to be bound by the terms thereof.
SHAREHOLDER:
/s/ Xxxxxx Xxxxxxx
--------------------------------------
Xxxxxx Xxxxxxx
Date: October 1, 1999
13
This page constitutes a counterpart signature page to the Amended and
Restated Voting Trust Agreement made and entered into by and among Xxxx X. Xxxx,
as voting trustee, and certain Shareholders of Advanced Lighting Technologies,
Inc., an Ohio corporation, on October 1, 1999. The undersigned parties hereby
agree to be bound by the terms thereof.
SHAREHOLDER:
/s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxxx X. Xxxxxx
Date: October 1, 1999
14
This page constitutes a counterpart signature page to the Amended and
Restated Voting Trust Agreement made and entered into by and among Xxxx X. Xxxx,
as voting trustee, and certain Shareholders of Advanced Lighting Technologies,
Inc., an Ohio corporation, on October 1, 1999. The undersigned parties hereby
agree to be bound by the terms thereof.
SHAREHOLDER:
/s/ Xxxxxxxxxxx X. Xxxx
--------------------------------------
Xxxxxxxxxxx X. Xxxx
Date: October 1, 1999
15
This page constitutes a counterpart signature page to the Amended and
Restated Voting Trust Agreement made and entered into by and among Xxxx X. Xxxx,
as voting trustee, and certain Shareholders of Advanced Lighting Technologies,
Inc., an Ohio corporation, on October 1, 1999. The undersigned parties hereby
agree to be bound by the terms thereof.
SHAREHOLDER:
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
Date: October 1, 1999
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EXHIBIT A
SHAREHOLDERS NUMBER OF SHARES
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Xxxxxxxx X. Xxxxxx. 142,857
Xxxxxx Xxxxxxx. . . 571,429
Xxxxxxxxxxx X. Xxxx 428,571
Xxxxxxx X. Xxxxxxx. 354,286
EXHIBIT B
SHAREHOLDER PROXY
EXHIBIT C
VOTING TRUST CERTIFICATE
ADVANCED LIGHTING TECHNOLOGIES, INC.
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No. _______________ ____ Shares of
Common Stock
XXXX X. XXXX, the Voting Trustee under an Amended and Restated Voting
Trust Agreement dated January 2, 1998 (the "Agreement"), having received certain
shares of common stock, par value $.001 per share ("Common Stock"), of Advanced
Lighting Technologies, Inc., an Ohio corporation (the "Company") pursuant to the
Agreement, hereby certifies that ____________________ will be entitled to
receive a certificate for _____________ fully paid shares of Common Stock on the
expiration or termination of the Agreement.
IN WITNESS WHEREOF, the Trustee has executed this Certificate this
____ day of _____________________, 1999.
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Xxxx X. Xxxx, Voting Trustee
Name:
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Name:
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STATE OF WISCONSIN )
) SS:
COUNTY OF RACINE )
The foregoing instrument was acknowledged before me this _____ day of
_________, 1998 by __________________________, an individual, as his free act
and deed.
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Notary Public