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 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; 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 Compagnie Financiere de Paribas (“Paribas”) or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to not satisfy this requirement) (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 Conseil d’Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), 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 immediatel...
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.
Voting Trustees. Ronald D. Hunter ------------------------- Ronald D. Hunter Allen O. Xxxxx, Xx. XXXXX XXXX XND ANNUITY COMPANY ------------------------- Allen O. Jones, Jr. By: David W. Rikard Title: Senior Vice President STANDARD MANAGEMENT CORPORATION By: Edward T. Stahl Title: Executive Vice President ANNEX I VOTING TRUST CERTIFICATE No. __________________ Common Stock ________ Shares STANDARD MANAGEMENT CORPORATION AN INDIANA CORPORATION This is to certify that ___________________ will be entitled upon surrender of this certificate after payment of a sum sufficient to reimburse the undersigned for any stamp tax or other governmental charge payable thereon, to receive a certificate for _______________ fully paid and nonassessable shares of Common Stock, no par value, of Standard Management Corporation, an Indiana corporation, deposited with the undersigned pursuant to the terms of an agreement (the "Agreement") dated as of November 8, 1996, among Delta Life and Annuity Company and the undersigned Voting Trustees, the original of which is on file at the principal office of Standard Management Corporation in Indianapolis, Indiana. In the interval the holder hereof shall be entitled to receive payments equal to dividends received by the Voting Trustees named in the Agreement or their successors, upon a like number of shares of stock of such class, less any expense chargeable to the holder hereof under the Agreement; such dividends, if received by the Voting Trustees in stock of Standard Management Corporation having general or other voting power, however, to be payable in voting trust certificates in similar form. This certificate is issued, subject to, and the holder by accepting the same consents to, all the terms of the Agreement and the acceptance of this certificate shall bind successive holders hereof to all the terms of the Agreement as if the holder were a party to it. No voting right passes by this certificate and until the actual delivery of the stock certificates, the Voting Trustee shall, according to the provisions of the Agreement, be entitled to exercise all rights of ownership with respect to the stock. No stock certificate shall be deliverable under this certificate until the termination of the Agreement with respect to the shares represented by such certificate. In case of a vacancy in the position of Voting Trustee, caused by death, resignation or incapacity to act, the vacancy shall be filled according to the provisions of the Agreement. This certifica...
Voting Trustees. (a) Each of the Voting Trustees executing this Agreement (i) acknowledges receipt of the certificates representing the shares of Common Stock deposited herewith as set forth in Section 2(a) hereof, (ii) accepts the trust hereby created in accordance with all of the terms and conditions contained herein and (iii) agrees that such Voting Trustee shall exercise the powers and perform the duties of the Voting Trustees as herein set forth according to such Voting Trustee's best judgment.
Voting Trustees. The voting Trustees shall be—
Voting Trustees. TRUSTEE /s/ Edwaxx X. Xxxxxxx ------------------------------------ Edwaxx X. Xxxxxxx /x/ Editx Xxxxxxx Xxxxxx ------------------------------------ Editx Xxxxxxx Xxxxxx /x/ Chrixxxxx Xxxxxxx Xxxrest ------------------------------------ Chrixxxxx Xxxxxxx Xxxrest /s/ Edwaxx X. Xxxxxxx XX ------------------------------------ Edwaxx X. Xxxxxxx XX /x/ Martxx X. Xxxxxxxxx ------------------------------------ Martxx X. Xxxxxxxxx CERTIFICATE HOLDERS OF THE COMPANIES Certificate Holder ------------------------------------ Louixx Xxxxxxx Xxxxxxx /x/ Martxx X. Xxxxxxxxx ------------------------------------ Martxx X. Xxxxxxxxx, Xxustee Martxx X. Xxxxxxxxx Revocable Trust /s/ Carox X. Xxxxxxxxx ------------------------------------ Carox X. Xxxxxxxxx, Xxustee Carox X. Xxxxxxxxx Xxxocable Trust /s/ Martxx X. Xxxxxxxxx ------------------------------------ Donaxx X. Xxxxxxxxx & Xlizxxxxx X. Xxxxxxxxx Xxxndation -4- 5 /s/ Martxx X. Xxxxxxxxx ------------------------------------ Martxx X. Xxxxxxxxx & Xlizxxxxx X. Xxxxxx, Xxustees, Elizxxxxx X. Xxxxxxxxx Xxxst ------------------------------------ Rebexxx X. Xxxxxxxxx /x/ Krisxxxxxx X. Xxxxxxxxx ------------------------------------ Krisxxxxxx X. Xxxxxxxxx ------------------------------------ Krisxxxxxx Xxxxxxxxx Xxxeration Skipping Trust U/Elizxxxxx X. Xxxxxxxxx Xxxst DTD 1- 31-79 Martxx X. Xxxxxxxxx & Elizxxxxx X. Xxxxxx, Xx- Trustees ------------------------------------ Chrixxxxx Xxxxxxx Xxxrest ------------------------------------ The Jean X Xxxxxxx Xxxndation ------------------------------------ Mary Xxxxxxxxx Xxxxxxx ------------------------------------ Tricxx Xxxxxx Xxxxxxx ------------------------------------ Jamex X. Xxxxxxx ------------------------------------ Leon X. Xxxxxxxxx /s/ Edwaxx X. Xxxxxxx ------------------------------------ Edwaxx X. Xxxxxxx, Xxustee Edwaxx X. Xxxxxxx Xxxocable Trust Dated 12/27/89 /s/ Edwaxx X. Xxxxxxx ------------------------------------ Thelxx X. Xxxxxxx Xxxevocable Trust Dated 12/28/89, Edwaxx X. Xxxxxxx, Xxustee /s/ Edwaxx X. Xxxxxxx ------------------------------------ Edwaxx X. Xxxxxxx, Xxustee Mary X. Xxxxxxx Xxxocable Living Trust of 1985 /s/ Edwaxx Xxxx Xxxlxxx XX ------------------------------------ Edwaxx Xxxx Xxxlxxx XX /s/ Editx Xxxxxxx Xxxxxx ------------------------------------ Editx Xxxxxxx Xxxxxx, Xxllxxx X. Xxxx & Xavix X. Xxxxx, Trustees of the Editx Xxxxxxx Xxxxxx 0005 Revocable Trust ------------------------------------ Linden Root Dickxxxxx Foundation, John X. Xxxxxx,...
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. 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:
Voting Trustees. (a) Any individual acting as one of the Voting Trustees shall have the right to resign as a Voting Trustee hereunder during his lifetime at any time by notice delivered to the other Voting Trustee, Bentley and Shareholder, such resignation to be effective at such time as a successor Voting Trustee accepts this Agreement pursuant to Section 3(c).
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.)
