Common use of Voting Trust Certificates Clause in Contracts

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________

Voting Trust Certificates. The Trustee Trustees shall issue to maintain a voting ------------------------- trust certificate register in which each holder of the Shareholders a Voting Trust Certificate for voting trust certificate issued under this Agreement, and the number of shares represented by each voting trust certificate will be identified. The voting trust certificates shall be in substantially the certificates following form (and shall include any appropriate legends required by Section 14 of this Agreement): "No. VT__________________ _________________ Shares XXXXXX XXXXX CORP. A Pennsylvania Corporation Voting Trust Certificate for Common Stock by such Shareholder transferred This certifies that __________________ or registered assigns is entitled to all the benefits arising from the transfer to the Trustee. Each Trustees under the Voting Trust Agreement hereinafter mentioned, of ____ shares of common stock of Xxxxxx Xxxxx Corp., a Pennsylvania corporation (hereinafter called the "Company"), as provided in such Voting Trust Certificate shall state that it is issued under the Agreement, Agreement and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreementterms thereof. The registered holder hereof, or assigns, is entitled to receive payment, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of set forth in the Voting Trust Certificate holders and Agreement, equal to the amount of dividends, if any, received by the Trustees upon the number of shares of Common Stock capital stock of the Company in respect of which this certificate is issued; provided, however, that any dividends received by the Trustees in common or -------- ------- other stock of the Company having general voting powers shall be held by the Trustees under the Voting Trust Agreement and shall be represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or voting trust certificates issued in form similar hereto. Until the name Trustees shall have delivered the shares of stock held under such Voting Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Voting Trust Agreement, the Trustees shall possess and shall be entitled to exercise all rights and powers of an absolute owner of such shares of stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the owner hereof, or such owner's assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Voting Trust Agreement dated as of _______________________, evidencing 1997, between the ownership of _______ shares of Class A Common Stock of Eagle-Picher HoldingsCompany and Xxx X. Xxxxxx, Inc., a Delaware corporation Xx. and J. Xxxxx Xxxxxx in trust (the "CompanyVoting Trust Agreement"), and that such shares certain shareholders of the Company (copies of which Voting Trust Agreement, and of every agreement amending or supplementing the same, are held subject on file in the principal office of the Company, and shall be open to the inspection of any shareholder of the Company, during business hours); to all the terms provisions of which Voting Trust Agreement the holder of this certificate, and conditions such holder's heirs, personal representatives, successors and assigns, by acceptance hereof, assents and is bound as if such Voting Trust Agreement had been signed by such person. Subject to Sections 8, 9 and 12 of the Voting Trust Agreement, dated as in the event of November 16, 1998, by and between Granaria Industries B.V., as Trustee, and certain shareholders the dissolution or total or partial liquidation of the Company. During , the term moneys, securities or property received by the Trustees in respect of the shares of stock deposited under such Voting Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown on the books of the Trustees. Except as otherwise provided in Sections 9 and 12 of the Voting Trust Agreement, in the event that any dividend or distribution other than in cash or shares of common or other stock of the Company having general voting trustpowers is received by the Trustees, the TrusteeTrustees shall distribute the same to the registered holders of voting trust certificates, on the date of such distribution, or its successors, shall, as provided in said agreement, possess and be to the registered certificate holders at the close of business on the date fixed by the Trustees for taking a record to determine the certificate holders entitled to exercise such distribution, pursuant to the voting power and otherwise represent all provisions of Paragraph 6 of the said shares for all purposes, being agreed that no voting right Voting Trust Agreement. Such distribution shall pass be made to the holder hereof certificate holders ratably in accordance with the number of shares represented by virtue their respective voting trust certificates. Cash dividends shall be treated as set forth in Section 6 of the ownership Voting Trust Agreement. Share certificates for the number of shares of common stock then represented by this certificate. Upon , or the net proceeds in cash or property representing such shares, shall be due and deliverable hereunder upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of sharesVoting Trust Agreement as provided therein. The undersigned Trustee has executed this certificate as of the ___ day of _Voting Trust Agreement shall continue in full force and effect until _________________, ____2007 (subject to extension as hereinafter set forth), unless terminated prior thereto, as provided in the Voting Trust Agreement. GRANARIA HOLDINGSThe Voting Trust Agreement may be extended as the parties may agree, B.V.as provided in the Voting Trust Agreement. This certificate is transferable on the books of the Trustees at the office of the Trustees (or elsewhere as designated by the Trustees) by the holder hereof, Trustee By: ________________________________either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustees and on surrender of this certificate properly endorsed, subject to compliance with all applicable state and federal securities laws. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustees -------- ------- may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Trustees shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the shares of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustees.

Voting Trust Certificates. (a) The Trustee Trustees shall issue to maintain a voting trust certificate register in which each holder of the Shareholders a Voting Trust Certificate for voting trust certificate issued under this Agreement, and the number of shares represented by the each voting trust certificate will be identified. The voting trust certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE "No. VT_________________ _________________ Shares XXXXXX XXXXX CORP. A Pennsylvania Corporation Voting Trust Certificate for Common Stock This is to certify certifies that the undersigned Trustee has received a certificate or certificates issued in the name of ________________________ or registered assigns is entitled to all the benefits arising from the transfer to the Trustees under the Voting Trust Agreement hereinafter mentioned, evidencing the ownership of _______ shares of Class A Common Stock common stock of Eagle-Picher Holdings, Inc.Xxxxxx Xxxxx Corp., a Delaware Pennsylvania corporation (hereinafter called the "Company"), as provided in such Voting Trust Agreement and that such shares are held subject to all the terms and conditions of thereof. The registered holder hereof, or assigns, is entitled to receive payment, in the manner set forth in the Voting Trust Agreement, dated as equal to the amount of November 16dividends, 1998if any, received by the Trustees upon the number of shares of capital stock of the Company in respect of which this certificate is issued; provided, however, that any dividends received by the Trustees in common or -------- ------- other stock of the Company having general voting powers shall be held by the Trustees under the Voting Trust Agreement and between Granaria Industries B.V.shall be represented by voting trust certificates issued in form similar hereto. Until the Trustees shall have delivered the shares of stock held under such Voting Trust Agreement to the holders of the trust certificates, or to the Company, as Trustee, and certain shareholders of the Company. During the term of the voting trustspecified in such Voting Trust Agreement, the Trustee, or its successors, shall, as provided in said agreement, Trustees shall possess and shall be entitled to exercise all rights and powers of an absolute owner of such shares of stock, including the voting power right to vote thereon for every purpose, and otherwise represent all of the said shares to execute consents in respect thereof for all purposesevery purpose, it being agreed expressly stipulated that no voting right shall pass passes to the holder hereof by virtue owner hereof, or such owner's assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the ownership of this certificate. Upon owner hereof are subject to, the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder terms of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate Voting Trust Agreement, as of the ___ day amended and restated as of _________________ __, ____1998, among the Company and Xxx X. Xxxxxx, Xx. GRANARIA HOLDINGSand J. Xxxxx Xxxxxx in trust (such agreement, B.V.as it may be amended from time to time, Trustee By: ________________________________the "Voting Trust Agreement"), and certain shareholders of the Company (copies of which Voting Trust Agreement, and of every agreement amending or supplementing the same, are on file in the principal office of the Company, and shall be open to the inspection of any shareholder of the Company, during business hours); to all the provisions of which Voting Trust Agreement the holder of this certificate, and such holder's heirs, personal representatives, successors and assigns, by acceptance hereof, assents and is bound as if such Voting Trust Agreement had been signed by such person. Subject to Sections 8, 9 and 12 of the Voting Trust Agreement, in the event of the dissolution or total or partial liquidation of the Company, the moneys, securities or property received by the Trustees in respect of the shares of stock deposited under such Voting Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown on the books of the Trustees. Except as otherwise provided in Sections 9 and 12 of the Voting Trust Agreement, in the event that any dividend or distribution other than in cash or shares of common or other stock of the Company having general voting powers is received by the Trustees, the Trustees shall distribute the same to the registered holders of voting trust certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustees for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of Paragraph 6 of the Voting Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective voting trust certificates. Cash dividends shall be treated as set forth in Section 6 of the Voting Trust Agreement. Share certificates for the number of shares of common stock then represented by this certificate, or the net proceeds in cash or property representing such shares, shall be due and deliverable hereunder upon the termination of such Voting Trust Agreement as provided therein. The Voting Trust Agreement shall continue in full force and effect until June 23, 2007 (subject to extension as hereinafter set forth), unless terminated prior thereto, as provided in the Voting Trust Agreement. The Voting Trust Agreement may be extended as the parties may agree, as provided in the Voting Trust Agreement. This certificate is transferable on the books of the Trustees at the office of the Trustees (or elsewhere as designated by the Trustees) by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the Trustees and on surrender of this certificate properly endorsed, subject to compliance with all applicable state and federal securities laws. Title to this certificate when duly endorsed shall, to the extent permitted by law, be transferable with the same effect as in the case of a negotiable instrument. Each holder hereof agrees that delivery of this certificate, duly endorsed by any holder hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustees -------- ------- may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, as the absolute owner hereof, and of all rights and interests represented hereby, for all purposes whatsoever, and the Trustees shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the shares of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustees.

Voting Trust Certificates. The Trustee Trustees shall issue to each of the Shareholders Stockholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock stock by such Shareholder Stockholder transferred to the TrusteeTrustees. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the ShareholdersStockholders' Agreement, in after the manner of certificates of stock on books to be kept by the TrusteeTrustees. The Trustee Trustees shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its their books, which 2 records shall contain the names and addresses of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by Trustees of any Voting Trust Certificate holderCertificate, and the transferee shall succeed to all the rights hereunder of the transferor. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST TRUSTEE'S CERTIFICATE This is to certify that the undersigned Trustee has Trustees have received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company")Corporation, and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16October 15, 19981996, by and between Granaria Industries B.V.Ann Xxxxxxx Xxxxxxx xxx Willxxx X. Xxxxxxx, as Trusteexx Trustees, and certain shareholders of the CompanyStockholders. During the term period of the voting trustten years from and after October 15, 1996, the TrusteeTrustees, or its their successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power vote and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trustTrust, this certificate shall be surrendered to the Trustee Trustees by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has Trustees have executed this certificate as of the _____ day of __________________, ___199_. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________________

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. 2 The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of November 16April 13, 19981999, by and between Granaria Industries Holdings B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, HOLDINGS B.V., Trustee By: ________________________________

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders Subscribers a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock stock by such Shareholder him transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the this Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' AgreementShareholder's Agreement Deja News 1995 Voting Trust Agreement dated August 31, in 1995, as amended, after the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust so transferred to themthe Trust, and shall also keep a record of all Voting Trust Certificates issued or transferred on its his books, which records shall contain the names and addresses of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to inspection by the inspection upon the books holder of the Trustee by any Voting Trust Certificate. Any transferee of a Voting Trust Certificate holdershall succeed to all the rights hereunder of the transferor. The Voting Trust Certificate shall be in substantially in the following form: VOTING TRUST CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name name(s) of _______________________, _ evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher HoldingsDeja News, Inc., a Delaware Texas corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the that certain Deja News 1995 Voting Trust Agreement (the "Agreement"), dated as of November 161, 19981995, by and between Granaria Industries B.V.among Xxxxxx X. Xxxxxx, as Trustee, and certain shareholders of in Deja News, Inc. (the Companytrust being created by such Agreement being herein referred to as the "Trust"). During the term period beginning November 1, 1995 and ending upon termination of the voting trustAgreement in accordance with its terms, the Trustee, said Trustee or its successorshis successor, shall, as provided in said agreementAgreement, possess and be entitled to exercise the voting power vote and otherwise represent all of the said shares for all purposespurposes according to the terms of such Agreement, it being agreed that no voting right other than as expressly provided in the Agreement shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trustthe Trust, this certificate shall be surrendered to the Trustee by the holder hereof upon delivery to such holder of a stock certificate representing a like number of shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________.

Voting Trust Certificates. The Trustee shall issue to each of the Shareholders Subscribers a Voting voting trust certificate ("Trust Certificate Certificate") for the number of shares represented by Shares that Subscriber has placed in the certificates of Common Stock by such Shareholder transferred to the TrusteeTrust. Each such Voting Trust Certificate certificate shall state that it is issued under the this Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, shall set forth the number of Shares it beneficially represents, and shall be assignable, subject to the provisions of the Shareholders' this Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares names and addresses of all Subscribers, together with the number (and if applicable, the class) of Shares each transferred to the Trust, and deliver copies of the Trust transferred list and this Agreement to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names Corporation's principal office so that they may be open to inspection by any shareholder of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books Corporation or any beneficiary of the Trustee by any Voting Trust Certificate holderTrust. The Voting Trust Certificate shall be substantially in the following form: VOTING TRUST TRUSTEE'S CERTIFICATE This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, [name] evidencing the ownership of _______ [number] shares of Class A Common Stock of Eagle-Picher HoldingsConnect Express, Inc., a Delaware Florida corporation (the "CompanyConnect"), and that such shares are held subject to all the terms and conditions of the a Voting Trust Agreement, dated as of November 16April ____, 19981996, by and between Granaria Industries B.V., as among Marc X. Xxxxxxx xx Trustee, and certain shareholders of the Companyin Connect. During the term period of the voting trustten (10) years from and after April ____, 1996, the Trustee, said Trustee or its successors, his successors shall, as provided in said agreementVoting Trust Agreement, possess and be entitled to exercise the voting power vote and otherwise represent all of the said shares for all purposes, being the Trustee and the holder of this certificate having agreed that no voting right shall pass to the holder hereof by virtue of the ownership of this certificate. Upon the termination of said voting trustTrust, this certificate shall be surrendered to the Trustee by the its holder hereof upon delivery to such holder of a stock certificate representing a like number of Connect shares. The undersigned Trustee has executed this certificate as of the ___ day of __________________, ____. GRANARIA HOLDINGS, B.V., Trustee By: ________________________________.