EXHIBIT 9.1
VOTING TRUST AGREEMENT
This Agreement is made on January 1, 1993, at Fremont, California by and
between the undersigned parties for the purpose of creating a Voting Trust of
the stock of ATG, Inc., a California corporation (hereinafter referred to as
"Company").
1. Exchange of Shares for Voting Trust Certificates. Simultaneously with
the execution of this Agreement, the undersigned parties, hereafter called
Certificate Holders, will exchange, assign and deliver the number of shares of
stock in the Company, authorized to be issued to them and listed opposite their
names, to the Trustee, who will issue and delivery to each of the parties voting
Trust Certificates for the number of shares of the Company transferred to the
Trustee.
2. Form of Certificates. Voting Trust Certificates shall be in
substantially the following form:
No. 5 530,083 Shares
---------- ------------
ATG, INC.
a California corporation
VOTING TRUST CERTIFICATE
This is to certify that the following shareholders has transferred
--------------------------
to the undersigned Trustee the above stated number of shares of the common
stock of ATG, Inc., a California corporation, pursuant to the provisions
of California Corporations Code Section 706(b), to be held by the Trustee
pursuant to the terms of a Voting Trust Agreement dated January 1, 1993,
or any extension thereof (hereafter called "Voting Trust Agreement"), a
copy of which have been delivered to the above-named Certificate Holder,
and filed in the office of the Secretary of the Company at 00000 Xxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx. The Certificate Holder, or his or her
successor or successors in interest, will be entitled to receive payments
equal to all cash dividends collected by the
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Trustee upon the above-stated number of shares, and to the delivery of a
certificate or certificates for shares of stock upon the termination of the
Voting Trust Agreement, in accordance with its provisions.
The Certificate Holder, by the acceptance of this Certificate, agrees
to be bound by all of the provisions of the Voting Trust Agreement as fully
as if the terms of the same were set forth in this Certificate.
Executed as of January 1, 1993
_________________________ ________________________
HOLDER TRUSTEE
3. Transfer of Voting Trust Certificate. The Voting Trust Certificates
shall be transferable only as provided in the Certificates and this Agreement
and upon payment of any charges in effect at the time of transfer. All transfers
shall be recorded in the certificate book and any transfer made of any Voting
Trust Agreement shall vest in the transferee the same limitations as those
imposed on the transferor by the terms of the Voting Trust Certificate so
transferred, by this Agreement and upon such transfer the Trustee shall deliver
a Voting Trust Certificate or Certificates to the transferee for the number of
shares represented by the Voting Trust Certificate so transferred.
4. Non-Withdrawal of Shares. No party to this Agreement may withdraw his
shares from this Voting Trust without the prior written consent of all parties
hereto.
5. Voting by Trustee. During the period of this Voting Trust, the Trustee
shall have the exclusive right to vote the shares or give written consent, in
person or by proxy, at all meetings of the shareholders of the Company, and in
all proceedings
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in which the vote or written consent of shareholders may be required or
authorized by law.
6. Voting at Direction of Certificate Holders. If, before any Certificate
Holders' meeting or before the taking of any corporate action requiring an
affirmative vote or consent of the parties, a majority of the Certificate
Holders of the Company direct the Trustee to vote all the shares in a certain
way, the Trustee must comply with such direction, except as provided below.
In this regard, unless modified in writing by all parties hereto, the
parties hereto in all their respective capacities (whether as an officer,
director, employee or shareholder of the Company) hereby irrevocably agree and
direct the Trustee that, at no time, will said Trustee do any act or omission to
bind the Company without the prior written consent of the Certificate Holders
representing a majority of the outstanding shares of the Company held by the
Certificate Holder with respect to the following:
a. Amending the articles of incorporation or bylaws of the Company;
or
b. Authorizing, granting, or issuing additional shares or
securities of the Company.
The parties hereto acknowledge and agree that any violation of the
foregoing provision will constitute an ultra xxxxx act on behalf of the Company,
and that any ultra xxxxx act will constitute and impose personal liability on
behalf of the violating party with respect to any such prohibited act and
omission. Each party hereto hereby agrees to hold harmless, defend and indemnify
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each other and the Company, from any and all loss arising from a violation or
breach of the terms and provisions hereof.
7. Dividends. In the event that the Company issues dividends the Trustee
shall accept and receive such dividends. Upon receipt of dividends, the same
shall be prorated among the Certificate Holders and the amount of the dividends
shall be distributed to such Holders. In the event that the dividends are in the
form of share certificates having voting rights, the share dividends shall be
held by the Trustee and new Voting Trust Certificates representing the share
dividends shall be issued to the Certificate Holders.
6. Termination of Trust. This Voting Trust shall terminate on whichever
of the following conditions occurs first:
a. December 31, 2002
b. Vote for termination by Certificate Holders representing one
hundred percent of shares currently on deposit with Trustee.
In no event shall the term of this Agreement extend longer than 10
years from the date of execution provided that, at any time within two (2) years
prior to the time expiration of this Agreement as originally fixed or last
extended hereunder, one or more Certificate Holders may, by written agreement
and with the written consent of the Trustee, extend the duration of this
Agreement with respect to their shares for an additional term not exceeding ten
(10) years from the expiration date of this Voting Trust as originally fixed or
as last extending hereunder.
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Upon termination of this agreement the Certificate Holders shall
surrender their Voting Trust Certificates to the Trustee, and the Trustee shall
deliver to the Certificate Holders shares of the Company, properly endorsed for
transfer, equivalent to the amount of shares represented by the Voting Trust
Certificates surrendered.
9. Number and Replacement of Trustee. The number of Trustee shall be one
(1) and shall be as follows: Xxxxxx Xxxx. No Trustee may be removed from his or
her office except by the affirmative vote of the Certificate Holders
representing a eighty percent (80%) of the outstanding shares of the Company
held by the Certificate Holders. In the event of the death, resignation, or
removal of the Trustee, a successor Trustee shall be appointed by the
Certificate Holders then representing a majority of the shares deposited in this
Voting Trust.
10. Trustee as Shareholders and Employees. The Trustee, and the
Trustee's successor, may be parties to this Agreement as Certificate Holders,
and to the extent of the shares deposited by them, the Trustee and the Trustee's
successor shall be entitled in all respects to the same rights and benefits as
other Certificate Holders. The Trustee may serve the Company or any of its
subsidiaries as a director or officer or in any other capacity, and in any such
capacity receive compensation from the Company.
11. Trustee's Compensation. The Trustee shall serve without compensation
of any kind except that the Trustee's expenses lawfully incurred in the
administration of his or her duties as
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Trustee shall be reimbursed to the Trustee by the Certificate Holders.
12. Regular Meetings A regular meeting of the Certificate Holders shall
be held at Fremont, California on the last day of October in each year during
the term of this trust. At each such meeting the Certificate Holders shall be
entitled to one vote for each share transferred to the Trustee by them. All
matters pertaining to this trust and the actions of the Trustee may be brought
before the Certificate Holders at any such meeting.
13. Special Meetings. Special meetings of the Certificate Holders may be
called by Certificate Holders representing fifty (50) percent of the shares
deposited. Notice of such special meetings shall be given at least fifteen (15)
days prior to the date of such meeting and the specific matters to be brought
before the meeting shall be included in such notice.
14. Notices from Company. All notices, reports, statements, and other
communications directed to the Trustee from the Company shall be forwarded
forthwith to each Certificate Holder, with the postmarked dated and the date of
receipt endorsed on the communication.
15. Copies of Agreement. This Agreement may be executed in multiple
counterparts but shall not otherwise be separable or divisible. Upon the
execution of this Agreement and the establishment of this Trust, the Trustee
shall cause a duplicate of this Agreement and any extension thereof to be filed
with the secretary of the Company, which duplicates shall be open to the
inspection by a shareholder, a Certificate Holder or an agent or
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either, on the same terms as the record of shareholders of the Company is open
to inspection, and in any other manner provided for inspection under the law of
California.
Dated: January 1, 1993
______________________________
XXXXXX XXXX, TRUSTEE
CERTIFICATE HOLDERS
Signature Name No. Of Shares
______________________ Xxxxxxx Xxxx 125,499
______________________ Xxxxx Xxx Xxxxxxx 83,666
______________________ Xxxxxx Xx 20,918
______________________ Xxx Xxxx Xxxx Xxx 150,000
______________________ Park Xxxxx Xxx 150,000
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