Transfer of Shares to Voting Trustee Sample Clauses

Transfer of Shares to Voting Trustee. Simultaneously with his entry into this Agreement the Stockholder is assigning, transferring and delivering the certificate or certificates (duly endorsed or accompanied by duly executed stock powers) representing the shares of voting stock set forth opposite his signature on the signature page of the Agreement to the Voting Trustee, who shall surrender the same to the proper offices of the Company for cancellation and reissuance to itself as Voting Trustee.
Sample 1
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Transfer of Shares to Voting Trustee. Yale hereby agrees to from time to time transfer any Excess Voting Trust Shares it holds to the Voting Trustee and acknowledges that such Excess Voting Trust Shares shall be held by the Voting Trustee hereunder, subject to this Agreement. Yale hereby agrees that if the Excess Voting Trust Shares are not represented by a share certificate then the Company's registrar and transfer agent shall register such shares on the Company's books in the name of the Voting Trustee. If the Excess Voting Trust Shares are represented by a share certificate, Yale agrees to deposit the share certificates with respect to such Excess Voting Trust Shares with the Company's registrar and transfer agent, which shall register such Excess Voting Trust Shares on the Company's books in the name of the Voting Trustee
Sample 1
Transfer of Shares to Voting Trustee. Simultaneously with the ------------------------------------ execution of this agreement, (a) the Shareholders are delivering to the secretary of the Company, for cancellation, stock certificates (together with stock powers executed in blank) for the Shares, free and clear of any claim, lien, security interest or other encumbrance (a "Lien"), other than Liens imposed upon such Shares by the Shareholders Agreements and this agreement, and (b) the Company is issuing and delivering to the Trustee a stock certificate for 184,590 shares of common stock of the Company, registered in the name of the Trustee, in his capacity as such, and legended to indicate that such shares are subject to this agreement (which fact also shall be stated in the stock ledger of the Company). (The shares so issued to the Trustee, together with any additional securities referred to in section 3, are referred to collectively as the "Trust Shares.")
Sample 1
Transfer of Shares to Voting Trustee. Xxxxxxxxx agrees immediately to assign and transfer to Voting Trustee the Shares for the purpose of vesting in Voting Trustee, as trustee of an active trust, the right to vote thereon and act in respect thereof, for a period commencing on the date of this Agreement and terminating on the fifth-anniversary of the closing date of the Public Offering, subject to earlier termination pursuant to Section 8. Xxxxxxxxx agrees that all stock of all classes hereafter issued to him by Corporation during the term of this Agreement shall be subject to this Agreement. All shares of the Corporation so transferred to the Voting Trustee under this Agreement may be registered in the name of the Voting Trustee or in the name of “Voting Trustee of Shares of VitaCube Systems Holdings, Inc. under Voting Trust Agreement dated February 28, 2005.”
Sample 1
Transfer of Shares to Voting Trustee. Each of the Stockholders, simultaneously with the execution and delivery of this Agreement, has delivered or caused to be delivered to the Voting Trustee a stock certificate representing such Stockholder's Shares (receipt of which is hereby acknowledged by the Voting Trustee). The parties shall immediately take such actions as are necessary or appropriate to effect the transfer of the Shares to the Voting Trustee on the books of the Corporation, including the immediate filing of a copy of this Agreement at the registered office of the Corporation in the State of Delaware. The Voting Trustee shall hold in trust the Shares, as stockholder of record, subject to the terms and conditions of this Agreement.
Sample 1
Transfer of Shares to Voting Trustee. Simultaneously with the execution of this agreement, (a) Bassi, Xxxxxxxx and Xxxxxx are delivering to the secretary of the Company, for cancellation, stock certificates (together with stock powers executed in blank) for ____, ____, and ____ Shares, respectively, free and clear of any claim, lien, security interest or other encumbrance (a "Lien"), and (b) the Company is issuing and delivering to the Trustee three stock certificate for the respective number of Shares delivered by Bassi, Xxxxxxxx and Xxxxxx, each of which is registered in the name of the Trustee, in his capacity as such, and legended to indicate those Shares are subject to this agreement (which fact also shall be stated in the stock ledger of the Company). (The Shares so issued to the Trustee, together with any additional securities referred to in section 3, are referred to collectively as the "Trust Shares.") The Trustee shall hold and vote (including, for all purposes of this agreement, the giving of consent) the Trust Shares in accordance with this agreement and may not transfer any of the Trust Shares except as provided in this agreement. The legend on all certificates evidencing Trust Shares shall read: "The shares of stock represented by this certificate are subject to a certain Voting Trust Agreement dated _____, 1999 among the Company, the Trustee and the beneficial owners of the shares. A copy of that agreement will be provided without charge upon request."
Sample 1

Related to Transfer of Shares to Voting Trustee

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

  • 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 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.

  • Agreement to Vote Shares The Stockholder agrees that, from and after the date hereof until the Expiration Date (as defined below), at any meeting of the stockholders of the Buyer (or adjournment or postponement thereof), or in connection with any written consent of the stockholders of the Buyer, with respect to the Merger, the Agreement and Plan of Merger or any Acquisition Proposal, Stockholder shall:

  • 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.

  • Registration Rights and Voting Rights Except as set forth on Schedule 4.15 and except as disclosed in Exchange Act Filings, neither the Company nor any of its Subsidiaries is presently under any obligation, and neither the Company nor any of its Subsidiaries has granted any rights, to register any of the Company's or its Subsidiaries' presently outstanding securities or any of its securities that may hereafter be issued. Except as set forth on Schedule 4.15 and except as disclosed in Exchange Act Filings, to the Company's knowledge, no stockholder of the Company or any of its Subsidiaries has entered into any agreement with respect to the voting of equity securities of the Company or any of its Subsidiaries.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • No Rights as Stockholders; Transfer Books This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

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