Exhibit 9.2
UNIVERSAL OUTDOOR HOLDINGS, INC.
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT is made July 26, 1996, among UNIVERSAL OUTDOOR
HOLDINGS, INC., a Delaware corporation, hereinafter called the "Company", XXXX
X. XXXXX, who has executed this agreement as a stockholder of the Company,
hereinafter called the "Stockholder", and XXXXXX X. XXXXX, and his successors in
trust, hereinafter called the "Trustee";
WITNESSETH:
WHEREAS, the parties hereto deem it necessary and advisable, and for their
best interests, in order to secure their investment and to effect continuity and
stability of policy and management of the Company, that the Stockholder deposit
his shares of the common capital stock of the Company with the Trustee; and
WHEREAS, the Stockholder has agreed upon the person to be designated as the
Trustee, and upon the form of this agreement; and
WHEREAS, the Trustee has consented to act under this agreement for the
purposes herein provided in consideration of the irrevocable deposit of the
shares hereunder;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereto agree as follows:
1. AGREEMENT.
Copies of this agreement, and of every agreement supplemental hereto
or amendatory hereof, shall be filed in the principal office of the Company, and
shall be open to the inspection of any stockholder of the Company, or any
beneficiary of the trust under this agreement, daily during
business hours. All voting trust certificates issued hereunder shall be issued,
received, and held subject to all the terms of this agreement.
2. TRANSFER OF STOCK TO TRUSTEE.
2.1 DEPOSIT OF CAPITAL STOCK. The Stockholder shall deposit with the
Trustee certificates for all capital stock of the Company as set forth after his
signature to this agreement or in the future owned by the Stockholder. Only
stock of the Company having general voting powers or convertible into stock
having general voting powers, as provided in the Certificate of Incorporation,
shall be deposited hereunder. In addition to the stock of the Company deposited
hereunder, the Stockholder shall also deposit any shares of voting capital stock
of the Company paid as a stock dividend or stock split on any shares deposited
hereunder, and any shares of voting capital stock of any other corporation paid
as a dividend or distribution, including a distribution in complete or partial
liquidation, on shares of stock of the Company deposited hereunder. All such
stock certificates shall be made out in the name of the Trustee, or so endorsed,
or accompanied by such instruments of transfer as to enable the Trustee to cause
such certificates to be transferred into the name of the Trustee. On receipt by
the Trustee of the certificates for any such shares of capital stock and the
transfer of the same into the name of the Trustee, the Trustee shall hold the
same subject to the terms of this agreement, and shall thereupon issue and
deliver to the Stockholder voting trust certificates for the capital stock
respectively deposited by them.
2.2 ISSUE OF STOCK CERTIFICATES TO TRUSTEE. All certificates for
capital stock of the Company transferred and delivered to the Trustee pursuant
to this agreement shall be surrendered by the Trustee to the Company and
canceled, and new certificates therefor shall be issued to and held
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by the Trustee in the name of "Xxxxxx X. Xxxxx as Voting Trustee under Voting
Trust Agreement dated July 26, 1996."
3. VOTING TRUST CERTIFICATES.
3.1 FORM. The voting trust certificates to be issued and delivered
by the Trustee in respect of the capital stock of the Company deposited
hereunder shall be in substantially the form of Exhibit A attached hereto and
made a part hereof.
3.2 TRANSFER OF CERTIFICATES. The voting trust certificates shall be
transferable at the principal office of the Company, on the books of the
Trustee, by the registered owner thereof, either in person or by attorney
thereto duly authorized, upon surrender thereof; and the Trustee may treat the
registered holder as owner thereof for all purposes whatsoever, but he shall not
be required to deliver stock certificates hereunder without the surrender of
such voting trust certificates.
3.3 LOST, STOLEN OR DESTROYED CERTIFICATES. If a voting trust
certificate is lost, stolen, mutilated, or destroyed, the Trustee, in his
discretion, may issue a duplicate of such certificate upon receipt of: (a)
evidence of such fact satisfactory to him; (b) indemnity satisfactory to him;
(c) the existing certificate, if mutilated; and (d) his reasonable fees and
expenses in connection with the issuance of a new trust certificate. The
Trustee shall not be required to recognize any transfer of a voting trust
certificate not made in accordance with the provisions hereof, unless the person
claiming such ownership shall have produced indicia of title satisfactory to the
Trustee, and shall in addition have deposited with the Trustee indemnity
satisfactory to him.
4. TERMINATION PROCEDURE.
4.1 NOTICE. Upon the termination of this agreement at any time, as
herein provided, the Trustee, at such time as he may choose during the period
commencing ten (10) days
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before and ending ten (10) days after such termination, shall mail written
notice of such termination to the registered owners of the voting trust
certificates, at the addresses appearing on the transfer books of the Trustee.
From the date specified in any such notice (which date shall be fixed by the
Trustee), the voting trust certificates shall cease to have any effect, and the
holders of such voting trust certificates shall have no further rights under
this agreement other than to receive certificates for shares of stock of the
Company or other property distributable under the terms hereof and upon the
surrender of such voting trust certificates.
4.2 DELIVERY OF STOCK CERTIFICATES. Within ten (10) days after the
termination of this agreement, the Trustee shall deliver, to the registered
holders of all voting trust certificates, certificates for the number of shares
of the capital stock of the Company represented thereby upon the surrender to
the Trustee of the voting trust certificates, such delivery to be made in each
case at the office of the Company.
4.3 DEPOSIT WITH COMPANY. At any time subsequent to ten (10) days
after the termination of this agreement, the Trustee may deposit with the
Company stock certificates representing the number of shares of capital stock
represented by the voting trust certificates then outstanding, with authority in
writing to the Company to deliver such stock certificates in exchange for voting
trust certificates representing a like number of shares of the capital stock of
the Company; and upon such deposit all further liability of the Trustee for the
delivery of such stock certificates and the delivery or payment of dividends
upon surrender of the voting trust certificates shall cease, and the Trustee
shall not be required to take any further action hereunder.
5. DIVIDENDS.
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5.1 CASH DIVIDENDS. Prior to the termination of this agreement, the
holder of each voting trust certificate shall be entitled to receive payments
equal to the cash dividends, if any, received by the Trustee upon a like number
and class of shares of capital stock of the Company as is called for by such
voting trust certificate.
5.2 STOCK DIVIDENDS. If any dividend in respect of the stock
deposited with the Trustee is paid, in whole or in part, in stock of the Company
having general voting powers or convertible into stock having general voting
powers, the Trustee shall receive such stock on behalf of the holder of the
voting trust certificate pertaining thereto and shall likewise hold, subject to
the terms of this agreement, the certificates for stock which are received by
him on account of such dividend on behalf of such holder, and the holder of each
voting trust certificate representing stock on which such stock dividend has
been paid shall be entitled to receive a voting trust certificate issued under
this agreement for the number of shares and class of stock received as such
dividend with respect to the shares represented by such voting trust
certificate.
5.3 PERSONS ENTITLED TO DIVIDENDS. Holders entitled to receive the
dividends discussed above shall be those registered as such on the transfer
books of the Trustee at the close of business on the day fixed by the Company
for the taking of a record to determine those holders of its stock entitled to
receive such dividends.
5.4 DIVIDENDS IN STOCK OF OTHER CORPORATIONS. If any shares of
voting capital stock or convertible into stock having general voting powers of
any corporation other than the Company are distributed, as a dividend or in
partial or complete liquidation, upon any shares of capital stock of the Company
deposited hereunder, then such shares shall be deposited hereunder, registered
and held in the name of the Trustee on behalf of the Stockholder. The term
"Company"
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as used herein shall include, in addition to the Company, the issuer of such
other capital stock, and the holders of voting trust certificates shall be
entitled to receive new voting trust certificates representing such shares, in
substantially the form of Exhibit A attached hereto but with such changes,
additions and deletions as the Trustee may, in his discretion, deem necessary or
advisable in order to reflect the different issuer of such capital stock. In
the event of the receipt and deposit of any such shares, the Trustee shall
request the issuer to enter into this agreement as the "Company" hereunder. If
the issuer refuses, declines or is unable to enter into this agreement, the
validity hereof shall not be affected and this agreement shall continue in full
force and effect with respect to the shares of capital stock of such issuer,
unless otherwise provided by law, but the obligations and liabilities of such
issuer as the "Company" hereunder shall be of no force or effect except for
those obligations and liabilities as it may be required to undertake by law. In
the event there is more than one class of security held hereunder, then any
provision of this agreement which requires the vote, consent or approval of a
percentage of the voting trust certificate holders shall require the same
percentage of voting trust certificate holders representing each class of
securities deposited hereunder.
5.5 DIVIDENDS OTHER THAN CASH AND CAPITAL STOCK. If any dividend in
respect of the stock deposited with the Trustee is paid other than in cash, in
capital stock having general voting powers or convertible into stock having
general voting powers, then the Trustee shall distribute the same among the
holders of the voting trust certificates registered as such at the close of the
business on the day fixed by the Company for taking a record to determine the
holders of its stock entitled to receive such distribution. Such distribution
shall be made to such holders of voting trust certificates ratably, in
accordance with the number of shares represented by their respective voting
trust certificates.
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5.6 CLOSING TRANSFER BOOKS. The transfer books of the Trustee may be
closed temporarily by the Trustee for a period not exceeding 20 days preceding
the date fixed for the payment or distribution of dividends or the distribution
of assets or rights, or at any other time in the discretion of the Trustee. In
lieu of providing for the closing of the books against the transfer of voting
trust certificates, the Trustee may fix a date not exceeding 20 days preceding
any date fixed by the Company for the payment or distribution of dividends, or
for the distribution of assets or rights, as a record date for the determination
of the holders of voting trust certificates entitled to receive such payment or
distribution, and the holders of voting trust certificates of record at the
close of business on such date shall exclusively be entitled to participate in
such payments or distribution.
5.7 DIVIDENDS MAY BE PAID DIRECTLY TO HOLDERS OF VOTING TRUST
CERTIFICATES. In lieu of receiving cash dividends upon the capital stock of the
Company and paying the same to the holders of voting trust certificates pursuant
to the provisions of this agreement, the Trustee shall instruct the Company in
writing to pay such dividends to the holders of the voting trust certificates.
Upon receipt of such written instructions, the Company shall pay such dividends
directly to the holders of the voting trust certificates. Upon such
instructions being given by the Trustee to the Company, all liability of the
Trustee with respect to such dividends shall cease.
6. SUBSCRIPTION RIGHTS.
In case any stock or other securities of the Company are offered for
subscription to the holders of capital stock of the Company deposited hereunder,
the Trustee, promptly upon receipt of notice of such offer, shall mail a copy
thereof to each of the holders of the voting trust certificates. Upon receipt
by the Trustee at least five days prior to the last day fixed by the Company for
subscription and payment, of a request from any such registered holder of voting
trust certificates to
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subscribe in his or her behalf, accompanied with the sum of money required to
pay for such stock or securities (not in excess of the amount subject to
subscription in respect of the shares represented by the voting trust
certificate held by such certificate holder), the Trustee shall make such
subscription and payment, and upon receiving from the Company the certificates
for shares or securities so subscribed for, shall issue to such holder a voting
trust certificate in respect thereof if the same be stock having general voting
powers or convertible into stock having general voting powers, but if the same
be securities other than stock having general voting powers or convertible into
stock having general voting powers, the Trustee shall mail or deliver such
securities to the certificate holder in whose behalf the subscription was made,
or may instruct the Company to make delivery directly to the certificate holder
entitled thereto.
7. DISSOLUTION OF COMPANY.
In the event of the dissolution or total or partial liquidation of the
Company, whether voluntary or involuntary, the Trustee shall receive the moneys,
securities, rights, or property to which the holders of the capital stock of the
Company deposited hereunder are entitled and shall, subject to the provisions of
paragraph 2.1, distribute the same among the registered holders of voting trust
certificates in proportion to their interests, as shown by the books of the
Trustee.
8. REORGANIZATION OF COMPANY.
In case the Company is merged into or consolidated with another
corporation, or all or substantially all of the assets of the Company are
transferred to another corporation, then in connection with such transfer the
term "Company" for all purposes of this agreement shall be taken to include such
successor corporation, and the Trustee shall receive and hold under this
agreement any stock of such successor corporation received on account of the
ownership, as Trustee hereunder,
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of the stock held hereunder prior to such merger, consolidation, and transfer.
Voting trust certificates issued and outstanding under this agreement at the
time of such merger, consolidation, or transfer may remain outstanding, or the
Trustee may, in his discretion, substitute for such voting trust certificates
new voting trust certificates in appropriate form, and the terms "stock" and
"capital stock" as used herein shall be taken to include any stock which may be
received by the Trustee in lieu of all or any part of the capital stock of the
Company.
9. THE TRUSTEE.
9.1 POWER TO VOTE. Until the actual delivery to the holders of
voting trust certificates issued hereunder of stock certificates in exchange
therefor, and until the surrender of the voting trust certificates for
cancellation, the Trustee shall have the right to exercise, in person or by
nominees or proxies, all stockholder rights and powers in respect of all stock
deposited hereunder, including the right to vote thereon and to take part in or
consent to any corporate or stockholder action of any kind whatsoever, subject
to the limitations set forth below in this Section 9.3. The right to vote shall
include the right to vote for the election of directors, and in favor of or
against any resolution or proposed action of any character whatsoever, which may
be presented at any meeting or require the consent of Stockholder of the
Company.
9.2 DUTY OF TRUSTEE. In voting the stock held hereunder either in
person or by nominee or proxy, the Trustee shall exercise his best judgment to
select suitable directors of the Company, and in voting upon any matters that
may come before any stockholders' meeting or be acted upon by the unanimous
consent of the stockholders, but shall not be personally responsible with
respect to any action taken pursuant to his vote so cast in any matter or act
committed or omitted to
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be done under this agreement, provided such commission or omission does not
amount to willful misconduct or gross negligence on his part. Stockholder
acknowledges that Trustee is controlling stockholder, president and a director
of the Company. Stockholder agrees that Trustee shall be permitted to vote the
stock, subject to Section 9.1, as he deems appropriate even though Trustee is an
interested director, officer or stockholder.
9.3 RESIGNATION, DEATH AND SUCCESSOR TRUSTEES.
a. RESIGNATION. Xxxxxx X. Xxxxx shall be the original Trustee
hereunder ("Original Trustee"). The Original Trustee and any successor Trustee
may at any time resign by mailing to the registered holders of voting trust
certificates a written resignation, to take effect ten days thereafter or upon
the prior acceptance thereof.
b. SUCCESSOR TRUSTEES. Upon the death, resignation, failure,
refusal or inability to act of the Original Trustee, then a Trustee or Trustees
to serve hereunder shall be such as may have been designated by Xxxxxx X. Xxxxx,
or as designated by his legal representative, unless he is deceased or mentally
incompetent to do so, in which event the successor or successors shall be
designated by the registered holders of voting trust certificates issued and
outstanding representing a majority of the number of shares of stock outstanding
in the name of the Trustee and shall be approved by the Board of Directors of
the Company.
9.4 POWERS OF SUCCESSOR TRUSTEES. Subject to the provisions of
paragraph 9.4, the rights, powers, and privileges of the Trustee named hereunder
shall be possessed by the successor Trustees, with the same effect as though
such successors had originally been parties to this agreement. The word
"Trustee," as used in this agreement, means the Original Trustee or any
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successor Trustee or Trustees acting hereunder, and shall include both the
single and the plural number.
10. TERM.
10.1 IRREVOCABLE TRUST. This agreement and the trust created hereby
is irrevocable, except as otherwise expressly provided herein. The holders of
voting trust certificates issued hereunder shall have no power or right to
terminate this agreement, or the trust created hereby, notwithstanding a
unanimous desire to do so. The holders acknowledge that the agreement of the
Trustee hereunder to act in such capacity is in consideration of the
irrevocability of this agreement.
10.2 TERMINATION BY TRUSTEE. This agreement shall continue in effect
until July 26, 2006 (subject to extension as hereinafter set forth), but shall
terminate at any time upon the execution and acknowledgment (as deeds for
conveyance of real estate are required to be acknowledged under the laws of
Delaware then in effect) by the Trustee hereunder of an instrument of
termination, duly filed in the principal office of the Company.
10.3 OPTIONAL TERMINATION BY VOTING TRUST CERTIFICATE HOLDERS. This
agreement, and the trust created hereby, may be terminated, at the option of the
holders of a majority of the voting trust certificates issued and outstanding,
by written notice to the Trustee at any time on or after the Company becomes a
publicly-held company. For purposes of this paragraph 10.3, the Company shall
be considered a publicly-held company at any time when its Common Stock is
subject to any reporting requirements (by statute, rule, or undertaking) of the
Securities Exchange Act of 1934, or any comparable statutes then in effect.
10.4 EXTENSION. At any time within two years prior to July 26, 2006,
or at any time within two years prior to the time of expiration hereof as
extended, one or more holders of voting
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trust certificates hereunder may, by agreement in writing and with the written
consent of the Trustee, extend the duration of this agreement for an additional
period not exceeding ten years. In the event of such extension, the Trustee
shall, prior to the time of expiration of the original term, or as extended, as
the case may be, file in the then principal office of the Company, a copy of
such extension agreement, and of the consent thereto, and thereupon the duration
of this voting trust agreement shall be extended for the period fixed by such
extension agreement; provided, however, that no such extension agreement shall
affect rights or obligations of persons not parties thereto.
11. COMPENSATION AND REIMBURSEMENT OF TRUSTEE. The Trustee shall not be
entitled to compensation for his services in administering and distributing the
trust property, but he shall be entitled to, and the Stockholder agrees to pay
the Trustee, reimbursement for his reasonable expenses. The Trustee shall have
the right to incur and pay such reasonable expenses as he may deem necessary and
proper for carrying this agreement into effect. Any such expenses incurred by
and due to the Trustee may be deducted from the dividends or other moneys or
property received by the Trustee on the stock deposited hereunder. Nothing
herein contained shall disqualify the Trustee or successor Trustees, or
incapacitate them from serving the Company or any of its subsidiaries, as
officers or directors, or in any other capacities, and in any such capacities
receiving compensation.
12. INDEMNIFICATION. The Stockholder agrees to save harmless and
indemnify the Trustee against and from any claim, demand, liability, loss, cost
or expense, including reasonable attorneys' fees, sustained or incurred by the
Trustee as a result of or arising from services performed or actions taken
pursuant to this Voting Trust Agreement or arising in the course of the business
activities of the Company, provided such claim, demand, liability, loss, cost or
expense does not arise as a result of the willful misconduct or gross negligence
of the Trustee.
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13. NOTICE.
13.1 METHOD OF GIVING NOTICE. Unless otherwise in this agreement
specifically provided, any notice to or communication with the holders of the
voting trust certificates hereunder shall be in writing and shall be deemed to
have been given when delivered by personal delivery, by telegraph or telex, or
by Federal Express or similar courier services or when deposited in the United
States mail, registered or certified, return receipt requested, with postage
prepaid, addressed to such holders at their respective addresses appearing on
the transfer books of the Trustee. The addresses of the holders of voting trust
certificates, as shown on the transfer books of the Trustee, shall in all cases
be deemed to be the addresses of voting trust certificate holders for all
purposes under this agreement, without regard to what other or different
addresses the Trustee may have for any voting trust certificate holder on any
other books or records of the Trustee. Every notice so given shall be
effective, whether or not received, and the date of such delivery or mailing
shall be the date such notice is deemed given for all purposes.
13.2 NOTICE TO COMPANY. Any notice to the Company hereunder shall be
in writing and shall be deemed to have been given when delivered in person to an
officer of the Company or when deposited in the United States mail, registered
or certified, return receipt requested, with postage prepaid, addressed as
follows: Universal Outdoor Holdings, Inc., 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, XX 00000, or to such other address as the Company may designate by
notice in writing to the Trustee.
13.3 NOTICE TO TRUSTEE. Any notice to the Trustee hereunder shall be
in writing and shall be deemed to have been given when sent in any manner
permitted under Section 13.1 above,
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addressed to the Trustee at the Company's principal office, or at such other
addresses as may from time to time be furnished in writing to the Company by the
Trustee.
13.4 DISTRIBUTIONS. All distributions of cash, securities, or other
property hereunder by the Trustee to the holders of voting trust certificates
may be made, in the discretion of the Trustee, as the Trustee may deem
advisable, in the same manner herein provided for the giving of notices to the
holders of voting trust certificates.
14. COUNTERPARTS. This Voting Trust Agreement may be executed in any
number of counterparts, each of which so executed will be deemed to be an
original, but all of which together will constitute one and the same agreement.
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IN WITNESS WHEREOF, the Company and the Trustee have signed and sealed this
agreement, and the Stockholder has signed and sealed this agreement and has
stated the number of shares of capital stock of the Company deposited by him.
UNIVERSAL OUTDOOR HOLDINGS, INC.,
Attest: a Delaware corporation
By:
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Xxxxxx X. Xxxxx, Trustee
Number of Shares STOCKHOLDER:
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123,530
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Xxxx X. Xxxxx
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XX. 0 123,530 Shares
Voting Trust Certificate for Capital Stock of
UNIVERSAL OUTDOOR HOLDINGS, INC.
A Delaware Corporation
This certifies that Xxxx X. Xxxxx or registered permitted assigns as
provided in the Voting Trust Agreement dated July 26, 1996 which is on file with
the Company (as defined below) is entitled to all the benefits arising from the
deposit with the Trustee under the Voting Trust Agreement hereinafter mentioned,
of certificates for one hundred twenty-three thousand five hundred thirty
(123,530) shares of the capital stock of UNIVERSAL OUTDOOR HOLDINGS, INC., a
Delaware corporation, hereinafter called the Company, as provided in such Trust
Agreement and subject to the terms thereof. The registered holder hereof, or
assigns, is entitled to receive payment equal to the amount of cash dividends,
if any, declared and distributed upon the number of shares of capital stock of
the Company in respect of which this certificate is issued. Dividends received
by the Trustee in common or other stock of the Company and of other corporations
having general voting powers or convertible into stock having general voting
powers shall be payable in voting trust certificates, in form similar hereto.
Until the Trustee shall have delivered the Stock held under such Trust Agreement
to the holders of the trust certificates, or to the Company, as specified in
such Trust Agreement, the Trustee shall possess and shall be entitled to
exercise substantially all rights and powers of an absolute owner of such stock,
including the right to vote thereon, and to execute consents in respect thereof,
it being expressly stimulated that no voting right passes to the owner hereof,
or his or her assigns, under this certificate or any agreement, except as
specifically provided in such Trust Agreement.
This certificate is issued, received, and held under, and the rights of the
owner hereof are subject to, the terms of a Voting Trust Agreement dated July
26, 1996, among the Company and Xxxxxx X. Xxxxx, as Trustee, and his successors
in trust, and Xxxx X. Xxxxx (copies of which Voting Trust Agreement, and of
every agreement amending or supplementing the same, are on file in the principal
office of the Company, and shall be open to the inspection of any stockholder of
the Company, or any beneficiary of the trust under such agreement, daily during
business hours), to all the provisions of which Voting Trust Agreement the
holder of this certificate, by acceptance hereof assents, and by which he or she
is bound with like effect as if such Voting Trust Agreement had been signed by
him or her in person.
In the event of the dissolution or total or partial liquidation of the
Company, the moneys, securities, or property (except for any capital stock
having general voting powers or convertible into stock having general voting
powers) received by the Trustee in respect of the stock deposited under such
Trust Agreement shall be distributed among the registered holders of trust
certificates in proportion to their interests as shown by the books of the
Trustee.
In the event that any dividends or distribution other than in cash or stock
having general voting powers or convertible into stock having general voting
powers is received by the Trustee, the Trustee shall distribute the same to the
registered holders of voting trust certificates, pursuant to the provisions of
paragraph 5.5 of the Trust Agreement. Such distribution shall be made to the
certificate holders ratably in accordance with the number of shares represented
by their respective voting trust certificates.
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Stock certificates for the number of shares of capital stock then
represented by this certificate, or the net proceeds in cash or property of such
shares, shall be due and deliverable hereunder upon the termination of such
Trust Agreement as provided therein.
The Voting Trust Agreement shall continue in full force and effect until
July 26, 2006 (subject to extension as hereinafter set forth), unless terminated
prior thereto, as provided in the agreement. The agreement may be extended for
successive ten-year periods, as provided therein.
This certificate is transferable on the books of the Trustee at the
principal offices of the Company by the holder hereof, either in person or by
attorney duly authorized, in accordance with the provisions of the Trust
Agreement (and subject to the conditions, limitations and restrictions therein
set forth) and on surrender of this certificate properly endorsed. Title to
this certificate when duly endorsed shall be transferred, to the extent
permitted by law and the provisions of the Trust Agreement, be transferable with
the same effect as in the case of a negotiable instrument. Subject to the
foregoing, each holder hereof agrees that delivery of this certificate, duly
endorsed by any holder hereof, shall vest title hereto and all rights hereunder
in the transferee but the Trustee may treat the registered holder hereof, or
when presented duly endorsed in blank the bearer hereof, as the absolute owner
hereof, and of all rights and interests represented hereby, for all purposes
whatsoever, and the Trustee shall not be bound or affected by any notice to the
contrary, or by any notice of any trust, whether express or implied, or
constructive, or of any charge or equity respecting the title or ownership of
this certificate, or the shares of stock represented hereby. No delivery of
stock certificates hereunder, or the proceeds thereof, shall be made without
surrender of this certificate properly endorsed.
This certificate shall not be valid for any purpose until duly signed by
the Trustee.
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The word "Trustee" as used in this certificate means the Original Trustee
or any successor Trustee or Trustees at any time acting under such Voting Trust
Agreement.
IN WITNESS WHEREOF, the Trustee has signed this certificate on July 26,
1996.
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Xxxxxx X. Xxxxx, Trustee
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FORM OF ASSIGNMENT:
For value received, ________________ hereby assigns the within certificate,
and all rights and interests represented thereby, to __________________________
and appoints _________________________________ attorney to transfer this
certificate on the books of the Trustee mentioned therein, with full power of
substitution.
Dated:
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(SEAL)
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In presence of:
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NOTE: This signature of this assignment must correspond with the name as
written upon the face of this certificate in every particular, without
alteration, enlargement, or any change whatever. All endorsements, in the
discretion of the Trustee, shall be guaranteed by a bank or trust company
satisfactory to the Trustee.
