Transfer of Shares to Trustee Sample Clauses

Transfer of Shares to Trustee. All share certificates delivered to the Trustee shall be surrendered by the Trustee to the Company and canceled. New share certificate(s) shall be issued in the name of the Trustee. The new share certificate(s) shall state that they are issued pursuant to this Agreement. That fact shall also be noted in the Companys stock transfer records as part of the entry of the Trustees ownership of the Shares. The Trustee shall hold all share certificates for stock of the Company subject to the terms of this Agreement. Such share certificates shall be and remain in the possession of the Trustee.
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Transfer of Shares to Trustee. (a) Each Shareholder, upon execution of this Agreement, hereby assigns and transfers to the Trustee and deposits with the Trustee all the certificates for such Shareholder's share of Common Stock, as set forth opposite such Shareholder's signature to this Agreement, and such additional shares of Common Stock as may be set forth in any additional document or instrument in which a Shareholder agrees to make such additional shares of Common Stock subject to this Agreement (all of such shares being hereinafter collectively referred to as the "Shares") for the purpose of vesting in the Trustee, as Trustee of an active trust, the right to vote and act and to exercise other rights pertaining to such shares, as and to the extent and upon the terms and conditions and for the period set forth in this Agreement. No shares shall be deposited hereunder except shares having general voting powers, as provided in the Certificate of Incorporation of the Company. All such share certificates shall be 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, as hereinafter provided. On receipt by the Trustee of the certificates for any such shares and the transfer of the same into the name of the Trustee, the Trustee shall issue and deliver to each Shareholder voting trust certificates for the shares so deposited. Shares so deposited with the Trustee will be held by the Company at its principal office in safekeeping for the Trustee."
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Transfer of Shares to Trustee. Immediately upon receipt of a notice from the Trustees of the receipt of all necessary regulatory approvals of this Agreement (as described in Section 5), the Grantors shall deposit with the Trustees certificates representing shares of Common Stock held by the Grantors as listed on the attached schedule. Upon receipt by the Trustees of the certificates for such shares, the Trustees shall surrender said certificates to the Bank for reissuance in the name of the Trustees and shall issue and deliver to each Grantor a voting trust certificate (in the form of Exhibit A attached hereto) for the shares deposited by such Grantor (“Voting Trust Certificate”) in accordance with Section 4. The Trustees shall maintain transfer books and records showing the holders of Voting Trust Certificates and details of any transfers.
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Transfer of Shares to Trustee. The Shareholders shall deposit with the Trustee certificates representing all of the Shares listed on Exhibit B attached hereto (the "Shares"). All such certificates shall be endorsed, or accompanied by such instruments of transfer (such as duly executed blank stock powers), so as to enable the Trustee to cause such certificates to be transferred into the name of the Trustee, as hereinafter provided. Upon receipt by the Trustee of the certificates representing any Shares and such instruments of transfer, the Trustee shall hold the same subject to the terms of this Agreement, and subject to the terms of a Voting and Shareholders Agreement dated as of the date hereof, entered into by the Shareholders, the Company and the Trustee (the "Voting and Shareholders Agreement") and shall thereupon issue and deliver to the Shareholders a Voting Trust Certificate for the Shares so deposited. All certificates representing Shares 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 by the Trustee in the name of "Richard W. Clark, as Trustee" (or in the name of the then successor Trxxxxx, xx xxx, xs Trustee).
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Transfer of Shares to Trustee. Each Stockholder hereby agrees to Transfer to the Trustee on the Effective Date (i) all Shares listed opposite such Stockholder’s name on Schedule I hereto and (ii) any Shares hereinafter acquired by any Stockholder. Stockholders shall concurrently therewith deposit such Shares with the Trustee and receive from the Trustee in exchange therefor one or more voting trust certificates, substantially in the form of Exhibit A hereto, evidencing the Shares deposited with the Trustee (the “Voting Trust Certificates”), to be held subject to all terms of this Agreement. The Trustee shall cause such Shares so deposited to be registered in the name of the Trustee, with a notation to the effect that such certificates have been issued pursuant to this Agreement, and Premier shall Transfer the Shares on its books and records to the name of the Trustee, with a similar notation in the stock ledger as to the effect of this Agreement. Notwithstanding the foregoing, Stockholders that are to receive Shares immediately prior to the closing of the initial public offering of Premier hereby consent and agree to the issuance of such Shares directly in the name of the Trustee and the Trustee shall concurrently issue one or more Voting Trust Certificates evidencing such Shares deposited with the Trustee to such Stockholders. Each Stockholder shall, at or prior to the time of the issuance of its Voting Trust Certificate and thereafter as required, deliver an incumbency certificate substantially in the form of Exhibit B attached hereto (“Incumbency Certificate”) to the Trustee as provided in Section 3.5(1) hereof.
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Transfer of Shares to Trustee. All share certificates delivered to the Trustee shall be surrendered by the Trustee to AutoCorp and canceled. New share certificates shall be issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to this Agreement. That fact shall also be noted in AutoCorp's stock transfer records as part of the entry of the Trustees' ownership of the Shares. The Trustee shall hold all share certificates for all Common Stock subject to the terms of this Agreement. Such share certificates shall be and remain in the possession of the Trustee.
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Transfer of Shares to Trustee. (a) The Shareholders hereby assign and transfer to Trustee 825,000 shares of Common Stock, $.001 par value ("Shares") of the Company, which Shareholders own, such shares to be held in escrow pursuant to an Escrow Agreement between American Stock Transfer & Trust Company ("Escrow Agent") and the Shareholders (the "Escrow Agreement"). The ownership of the Shares by the Shareholders is set forth on Exhibit A attached hereto. The Shareholders, respectively, have properly endorsed or shall properly endorse to the Trustee, the stock certificates for such 825,000 Shares; the Trustee has deposited or shall deposit the stock certificates representing such 825,000 Shares with the Escrow Agent pursuant to the Escrow Agreement; and the Shareholders, respectively, have received or shall receive in exchange for such 825,000 shares, Voting Trust Certificates substantially in the form attached hereto as Exhibit B, all 825,000 of which Shares shall be governed by this Voting Trust Agreement. The 825,000 Shares represented by the stock certificates so deposited by the 2 Shareholders ("Shares Deposited") shall be transferred upon the books of the Company to the name of the Trustee and the Trustee is hereby authorized and empowered to cause such transfers to be made. During the term of this Agreement, the Trustee shall possess the legal title to the Shares Deposited. The Trustee shall be entitled to exercise all rights of every kind and nature, arising under the Shares Deposited, including, but not limited to, the right to vote in person or by proxy and execute consents with respect to any or all of the Shares Deposited on all matters which may properly be voted on by stockholders of the Company, including, but not limited to, dissolution, liquidation, merger, or consolidation of the Company or the sale of all, or substantially all, of its assets.
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Transfer of Shares to Trustee. Shareholder, simultaneously with the execution of this Agreement, shall assign and deliver all his share certificates evidencing all of his shares of stock of Surrey to the Trustee, who shall cause the shares represented thereby to be transferred to the Trustee, as voting trustee, on the books of Surrey. The Corporation shall issue new share certificates (the "Reissued Certificates") in the name of the Trustee, which certificates shall state they are issued pursuant to this Agreement by a legend in the following form: THIS CERTIFICATE IS ISSUED PURSUANT TO THE PROVISIONS OF A VOTING TRUST AGREEMENT, A COPY OF WHICH IS AVAILABLE AT THE CORPORATION'S MAIN OFFICE. THIS CERTIFICATE IS ENCUMBERED BY A LIEN GRANTED BY JOHN XXX DER HAGEX INURING TO THE BENEFIT OF NORWEST BANK TEXAS, SOUTH CENTRAL. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JUNE 27, 1988, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND SAID SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. A COPY OF SAID AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE SHAREHOLDER UPON RECEIPT BY THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH A COPY. and the Trustee immediately shall deliver the Reissued Certificates to Bank.
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Transfer of Shares to Trustee. (a) Each Shareholder hereby assigns and transfers all of their Shares, as set forth at the end of this Agreement, to the Trustee, which Trust Shares shall be held by the Trustee subject to the terms and conditions of this Agreement. In addition, the Shareholders agree to transfer and assign, and hereby transfer and assign to the Trustee all Trust Shares, including but not limited to Stock, issued to them by the Corporation or otherwise acquired by them during the term of this Agreement, and the Shareholders agree that all such Trust Shares shall automatically be subject to this Agreement.
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Related to Transfer of Shares to Trustee

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

  • Transfer of Shares After Registration; Suspension (a) The Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • ISSUANCE AND TRANSFER OF SHARES 1. The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but shall not be required to issue Share certificates after it has received from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Bank shall be entitled to rely upon such written notification. The Bank shall not be responsible for the payment of any original issue or other taxes required to be paid by the Customer in connection with the issuance of any Shares.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Sale and Transfer of Shares Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Rights as Shareholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company other than the right to receive the Merger Consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

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