EXHIBIT 9(iii)
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT is made this 21st day of April , 1997, between
Zarzion Ltd and the parties whose names are subscribed hereto being stockholders
of Health Care Centers of America, Inc. (HCCA), all of which stockholder are
called "Subscribers, and Xxxxxxx X. Xxxxxxx hereinafter called "Trustee".
RECITALS
With a view towards the continuity of capable and competent management of
HCCA, Inc., which is in the interest of all stockholders of the corporation, the
Subscribers hereto are desirous of creating a Trust as described herein.
For the above reason and in consideration of the agreements herein, and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto provide and agree as follows:
1. [TRANSFER TO TRUSTEE]: Subscribers shall forthwith endorse in blank and
assign and deliver to the Trustee the Stock Certificates for shares owned
by them respectively and shall do all things necessary to effect the
transfer of their stock to the Trustee on the books of the transfer agent
for HCCA Inc.
2. [TRUSTEE TO HOLD SUBJECT AGREEMENT]: The Trustee shall hold the shares of
stock so transferred to him for the common benefit of the Subscribers under
the terms and conditions hereinafter set forth.
3. [NEW CERTIFICATE TO TRUSTEE]: The Trustee shall surrender to the transfer
agent of HCCA for cancellation all Stock Certificates which shall be
assigned and delivered to him as hereinabove provided and in his stead
shall obtain a new stock certificate issued to him as Trustee under this
agreement.
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4. [TRUSTEE'S CERTIFICATE]: The Trustee shall issue to each of the Subscribers
a Trust Certificate for the number of shares represented by he the
certificates of stock transferred by the Subscriber to the Trustee. Each
Trust Certificate shall state that it is issued pursuant to the terms of
this agreement and shall set forth the nature and proportional amount of
the beneficial interest thereunder of the person to whom it is issued and
registered and shall be assigned in the same manner as Stock Certificates
on the books to be kept by the transfer agent.
5. [LISTS AND RECORDS]: The transfer agent shall keep a list of the shares of
stock transferred to the Trustee. The transfer agent shall also keep a
record of all Trust Certificates issued or transferred on its books which
records shall contain the names and addresses of the Trust Certificate
holders and the number of shares represented by each such Trust
Certificate. This list of Trust Certificates and the records pertaining
thereto shall be open at all reasonable times for the inspection of the
Trust certificate holders. Upon the transfer on the books of the Trustee of
any Trust Certificate, the transferee shall succeed to all of the rights
and obligations hereunder of the transferor.
6. [TRUSTEE RIGHTS AND DUTIES]: It shall be the duty of the Trustee, Xxxxxxx
X. Xxxxxxx to vote all stock or to otherwise deal with said stock,
including but not limited to, pledging, hypothecating or otherwise use of
same as collateral as would the subscribers, and as in his judgment may be
for the best interests of the stockholders of HCCA. In addition to the
authority granted in the previous sentence, this authority includes, but is
not limited to voting at all meetings of the stockholders for the election
of directors and on any other matter or question which may be brought
before any stockholders' meetings on behalf of any stockholder as if such
stockholder were personally present.
7. [DIVIDENDS]: The Trustee shall collect and receive all dividends that may
accrue upon the shares of stock subject to this Trust and shall promptly
pay over the proportionate amount due to each Trust Certificate holder in
proportion to the number of shares respectively represented by their Trust
Certificates.
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8. [TRUSTEE'S INDEMNITY]: The Trustee shall serve without fee and without
expense. The Trustee shall be entitled to be fully indemnified out of the
dividends coming into his hands against all costs, charges, expenses and
other liabilities properly incurred by him in the exercise of any power
conferred upon him by these presents.
9. [TERMINATION OF TRUST]: In the event of the death of the Trustee, Xxxxxxx
X. Xxxxxxx or his refusing or being unable to act, this Trust shall be
terminated. Notwithstanding anything to the contrary, the Trustee shall and
hereby does have the right to appoint a Successor Trustee in any legally
acceptable manner and shall notify the Subscribers of same, in writing.
10. [DURATION]: The Trust created hereby shall continue for period of ten (10)
years from date hereof, and shall he renewed without further action for an
additional like term unless the subscribers shall notify the Trustee, in
writing and signed by all the subscribers, within thirty (30) days of the
expiration of the original period of the subscribers decision not to renew
tho agreement.
IN WITNESS WHEREOF, the parties hereto have respectively signed this Voting
Trust Agreement on this the 21st day of April 1997.
SUBSCRIBERS: TRUSTEE:
Xxxxxx Xxxxxxx Xxxxxxx X. Xxxxxxx
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ZARZION, LTD. Pres.-Dir. XXXXXXX X. XXXXXXX
WITNESS:
Xxxx Xxxxx
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