Additional Beneficiaries. 2.3.1 In connection with, and as a condition of, any Transfer of Trust Interests to a Permitted Transferee who is not already a Beneficiary hereunder (or any other Person required to join this Agreement in connection with such Transfer who is not already a Beneficiary hereunder), such Permitted Transferee (and any other Person required to join this Agreement in connection with such Transfer who is not already a Beneficiary hereunder) shall become a Beneficiary by executing and delivering to the Trustees a joinder hereto, agreeing to be bound as a Beneficiary hereunder. 2.3.2 Any Person entitled to hold Class B Common Stock who is not otherwise a Beneficiary hereunder may also become a Beneficiary under this Agreement, with the consent of the Trustees, by executing and delivering to the Trustees a deposit letter in substantially the form of Exhibit A hereto and by depositing shares of Class B Common Stock, properly endorsed for assignment, with the Trustees, together with any requisite transfer tax stamps attached thereto for an amount sufficient to pay all federal, state and local taxes or other governmental charges, if any, then payable in respect of such deposit or Transfer. The Trustees shall have the sole discretion to determine whether a Person is eligible to become a Beneficiary pursuant to this Agreement. Each additional Beneficiary, by the deposit of his, her or its shares of Class B Common Stock with the Trustees hereunder, shall, as of the date of deposit, become a party to and be bound by all the terms and conditions of this Agreement.
Appears in 3 contracts
Sources: Voting Trust Agreement, Voting Trust Agreement (Schwartzberg Gil), Voting Trust Agreement (Greenberg Robert)
Additional Beneficiaries. 2.3.1 In connection with, and as a condition of, any Transfer of Trust Interests Class B Common Stock to a Permitted Transferee who is not already a Beneficiary hereunder (or any other Person required to join this Agreement in connection with such Transfer who is not already a Beneficiary hereunder), such Permitted Transferee (and any or other Person required to join this Agreement in connection with such Transfer who is not already a Beneficiary hereunderPerson) shall become a Beneficiary by executing and delivering to the Trustees a joinder hereto, agreeing to be bound as a Beneficiary hereunder.
2.3.2 Any Person entitled to hold Class B Common Stock who is not otherwise a Beneficiary hereunder may also become a Beneficiary under this Agreement, with the consent of the Trustees, by executing and delivering to the Trustees Trustee a deposit letter in substantially the form of Exhibit A hereto and by depositing such Shares, representing all shares of Class B Common StockStock then owned or thereafter acquired by such Permitted Transferee (or other Person), properly endorsed for assignment, with the TrusteesTrustee, together with any requisite transfer tax stamps attached thereto for an amount sufficient to pay all federal, state and local taxes or other governmental charges, if any, then payable in respect of such deposit or Transfertransfer. Any Person entitled to hold Class B Common Stock who is not otherwise a Beneficiary hereunder may also become a Beneficiary under this Agreement by, with the consent of the Trustee, depositing all shares of Common Stock then owned or thereafter acquired by such Person with the Trustee pursuant to the procedures set forth in the preceding sentence. The Trustees Trustee shall have the sole discretion to determine whether a Person is eligible to become a Beneficiary pursuant to this Agreement. Each additional Beneficiary, by the deposit of his, her or its shares of Class B Common Stock with the Trustees hereunder, shall, as of the date of deposit, become a party to and be bound by all the terms and conditions of this Agreement.
Appears in 2 contracts
Sources: Voting Trust Agreement, Voting Trust Agreement (SRAM International Corp)