Voting Trust Sample Clauses

Voting Trust. The Seller hereby agrees to irrevocably appoint the Purchaser with the exclusive right to exercise, on his behalf, all of his voting rights of the Seller’s Shares in accordance with the relevant laws and Articles of Association of the BVI Company and the Shell Company; the Purchaser shall have right to vote on behalf of the Seller to vote for relevant issues including but not limited to selling or transferring all or any of his shares of the BVI Company and the Shell Company, and to appoint and elect the directors of the BVI Company, the Shell Company, the HK Company and the Company before all Seller’s Shares are transferred to the Purchaser. The Purchaser agrees to accept such authorization.

Voting Trust. The Seller hereby agrees to irrevocably appoint the Purchaser with the exclusive right to exercise, on his/her behalf, all of his/her voting rights of the Seller’s Shares in accordance with the relevant laws and Articles of Association or similar constitutional documents of the Holding Co.; the Purchaser shall have right to vote on behalf of the Seller to vote for relevant issues including but not limited to selling or transferring all or any of his/her shares of the Holding Co., and to appoint and elect the directors of the Holding Co. before all Seller’s Shares are transferred to the Purchaser. The Purchaser agrees to accept such authorization.

Voting Trust. The Voting Trustee hereby: (a) accepts the trust created by this Agreement, and consents to be the trustee of the trust created by this Agreement and to carry out and discharge his or her duties and obligations hereunder; (b) agrees that, upon receipt of one or more Certificates representing Deposited Shares, the Voting Trustee will hold such Deposited Shares in trust and for the benefit of the relevant Shareholder subject to the terms and conditions of this Agreement; (c) agrees to deliver to each Shareholder a certificate of an officer of the Corporation in the form attached as Exhibit "B" of this Agreement (a “Voting Trust Certificate”) evidencing the beneficial ownership by such Shareholder of the Deposited Shares held by the Voting Trustee on behalf of such Shareholder; and (d) agrees to keep, at the expense of the Corporation, or cause to be kept, in the registered and records office of the Corporation a record of the registered holders of Voting Trust Certificates and their addresses. FORM - DO NOT COPY

Voting Trust. Immediately following the Closing, the Stockholder and the Parent shall cause AP to deposit the Shares, and the Stockholder and the Parent shall deposit any other shares of Voting Securities Beneficially Owned by either of them or any of their Affiliates, into a voting trust (the "Voting Trust") to be established pursuant to a voting trust agreement (the "Voting Trust Agreement") with an independent voting trustee in a form reasonably satisfactory to Parent and the Company and which shall include the following provisions for the voting of the shares of Voting Securities deposited therein: until the Standstill Termination Date, all such shares shall (a) be voted or consented on all matters submitted to a vote of the Company's stockholders, other than the election of directors, either (i) in the case of votes at a stockholders meeting, in the same proportion as the votes cast by other holders of Voting Securities, or (ii) in the case of consents, so that the percentage of Stockholder Voting Power consented to on any matter equals the percentage of all other outstanding Voting Securities so consented; provided, that with respect to (x) any vote on a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, any sale of all or substantially all of the Company's assets or any issuance of Voting Securities that would represent in excess of 20% of the Voting Power prior to such issuance, including any of the foregoing involving the Stockholder or the Parent, or (y) any amendment to the Company's amended and restated certificate of incorporation or by-laws that would materially and adversely affect the Stockholder (including through its effect on the Alliance Agreement and the rights of the Voting Securities Beneficially Owned by the Stockholder), such shares may be voted as directed by the Stockholder and (b) in the election of directors, for the election of the Independent Directors nominated by the Board of Directors of the Company determined by a Majority Vote; provided, that with respect to any election of directors in respect of which any Person other than the Company is soliciting proxies, the Stockholder and the Parent shall cause all such shares to be voted, at the option of the Stockholder, either (i) as recommended by the Board of Directors or (ii) in the same proportion as the votes cast by the other holders of Voting Securities. The Voting Trust ...

Voting Trust. The parties agree that, (i) immediately upon the purchase by Parent, Holding Sub or their affiliates of shares of the Company Common Stock pursuant to the Offer or otherwise, such shares shall be deposited in one or more separate, independent, irrevocable voting trusts (collectively, the "Voting Trust") in accordance with the terms and conditions of one or more voting trust agreements (collectively, the "Voting Trust Agreement") substantially in the form attached hereto as Exhibit A and (ii) upon consummation of the Merger, all outstanding shares of the Surviving Corporation shall be deposited in the Voting Trust. Subject to applicable law and to the rules, regulations and practices of the STB, the Voting Trust Agreement may be modified or amended at any time by Parent in its sole discretion; provided that (i) prior to the Effective Time, the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company unless such modification or amendment is not inconsistent with this Agreement and is not adverse to the Company or its stockholders and would not reasonably be expected to have an adverse effect on receipt of a favorable informal advisory opinion from the STB and (ii) the Voting Trust Agreement may not be modified or amended without the prior written approval of the Company if such modification or amendment would reasonably be expected to increase the liability exposure of the Board of Directors of the Surviving Corporation under applicable law. No power of Parent or Holding Sub provided for in the Voting Trust Agreement may be exercised in a manner which violates this Agreement. Parent, in consultation with the Company, shall use its reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain a favorable informal advisory opinion from the STB staff to the effect that the Voting Trust effectively insulates Parent from any violation of the ICA and STB rules or policies against unauthorized acquisition of control of regulated carriers. In furtherance and not in limitation of the foregoing, Parent and the Company agree that: (i) Parent shall make any filings required by the STB with respect to the Voting Trust and the Company shall make any filings reasonably required by Parent with respect thereto; (ii) Parent shall consult with the Company in connection with any discussions or proceedings initiated by Parent with the STB with respect to the Voting Trust; provided that t...

Voting Trust. The voting trust hereby created shall commence on the date hereof and continue through and including December 31, 2005. Throughout such period the Trustee shall have the exclusive right to vote upon such shares or to give written consents in lieu of voting thereon, subject to any limitation on the right to vote contained in the Certificate of Incorporation or other certificate filed pursuant to law, in person or by proxy at all meetings of the shareholders of the Corporation, and in all proceedings wherein the vote or written consent of shareholders may be required or authorized by law. By signing below, I agree to the above amendments to the Voting Trust Agreement that was originally dated February 15, 2002. _____________________________________ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Shareholder {A0023925.DOC} This Amendment to Voting Trust Agreement (this "Amendment") is dated effective as of January 1, 2003, by and between Lilly Beter Capital Group, Ltd., as Trustee ("Trustee") and the undersigned ("Shareholder").

Voting Trust. Simultaneously with the purchase by KCS from TFM of the Transferred Shares, KCS shall deposit the Initially Transferred Shares into an irrevocable voting trust (the "Voting Trust") in accordance with the terms and conditions of a voting trust agreement (the "Voting Trust Agreement") substantially in the form attached hereto as Exhibit A.

Voting Trust. 28 ARTICLE VI

Voting Trust. This Agreement is not a voting trust governed by Section 218 of the Delaware General Corporation Law and should not be interpreted as such.