Voting Trustees Sample Clauses

Voting Trustees. (a) There shall be at all times three Voting Trustees hereunder, subject to any vacancy pending the appointment of a successor Voting Trustee under the circumstances contemplated below. Any Voting Trustee (and any successor Voting Trustee) may at any time resign by notifying AXA and the other Voting Trustees in writing of such resignation, which shall take effect ten days thereafter or upon the prior acceptance thereof by the other Voting Trustees. Upon the death, incapacity, resignation or disqualification (as described below) of any Voting Trustee, AXA shall appoint promptly a successor Voting Trustee. No person shall be so appointed as a successor Voting Trustee unless such person (i) is a member of the Conseil d'Administration of AXA or, if at any time AXA does not have a Conseil d'Administration, a member of either the Supervisory Board of AXA or the Executive Board of AXA; and (ii) is not a member of the Board of Directors or the equivalent governing body or an officer or employee of Assicurazioni Generali S.p.A. ("Generali") or of Compagnie Financiere de Paribas ("Paribas") or any affiliate of either of them (it being understood that being a member of the Board of Directors or equivalent governing body or an officer or employee of Midi Participations or Finaxa or any subsidiary of either of them shall not of itself cause a person to nor satisfy this requirement) (the requirements set forth in clauses (i) and (ii) of this sentence being referred to herein as the "Qualifications"). Any original Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon such Voting Trustee no longer being a member of the Conseil d'Administration of AXA or, unless AXA and the holders of Voting Trust Certificates so agree and the prior approval of the Superintendent is obtained, upon such Voting Trustee obtaining a position referred to in clause (ii) of the preceding sentence (other than a position referred to in the parenthetical relating to Midi Participations and Finaxa and their subsidiaries in such clause (ii)), unless such Voting Trustee held such position on the date of this Agreement. In addition, any successor Voting Trustee shall be disqualified from serving as a Voting Trustee effective immediately upon the occurrence of any event causing such successor Voting Trustee to no longer meet the Qualifications. Upon the disqualification of any Voting Trustee (or any successor Voting Trustee), such Voting Trustee shall immediatel...
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Voting Trustees. 3.1 Each Voting Trustee (a) accepts the trust and proxy hereby created in accordance with all of the terms and conditions and reservations herein contained and agrees to serve as Voting Trustee hereunder, and (b) agrees that he will exercise the powers and perform the duties of the Voting Trustee as herein set forth according to his best judgment.
Voting Trustees s/ Xxxxxxxx X. Xxxxxxxx ------------------------------------------ Xxxxxxxx X. Xxxxxxxx, as Voting Trustee /s/ Xxxxxx X. Xxxxx ------------------------------------------ Xxxxxx X. Xxxxx, as Voting Trustee EXHIBIT A --------- VOTING TRUST CERTIFICATE ------------------------ NETWORK ENGINES, INC. (FORMERLY, POWERSTATION TECHNOLOGIES, INC.) A Massachusetts Corporation No. 10 2,500 Shares Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx, Voting Trustees of the Capital stock of Network Engines, Inc. (the "Corporation") under an agreement dated October 1, 1995, by and among the stockholders, in their capacity as stockholders of the Corporation, party thereto and Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees (hereinafter called "Voting Trust Agreement"), having received certain shares of capital stock of the Corporation pursuant to such Agreement, hereby certify that Xxxxxxxxx Xxxx Xxxxxx will be entitled to receive a certificate for 2,500 shares of the common stock, $.01 value, of the Corporation upon the expiration of the Voting Trust Agreement, and in the meantime shall be entitled to receive payments of dividends or distributions that may be collected by the undersigned trustees upon a like number of such shares to the extent and in the manner provided under the terms of the Voting Trust Agreement. This certificate is transferable only on the books of the undersigned trustees by the registered holder in person or by his duly authorized attorney, and the holder hereof, buy accepting this certificate, adopts and ratifies the Voting Trust Agreement and manifests his consent that the undersigned trustees may treat the registered holder hereof as the true owner for all purposes except the delivery of stock certificates, which delivery shall not be made without the surrender hereof. This certificate issued pursuant to, and the rights of the holder hereof are subject to, all the terms and conditions of the Voting Trust Agreement.
Voting Trustees. (a) Each of the Voting Trustees executing this Agreement (i) acknowledges receipt of the certificates representing the shares of Common Stock deposited herewith as set forth in Section 2(a) hereof, (ii) accepts the trust hereby created in accordance with all of the terms and conditions contained herein and (iii) agrees that such Voting Trustee shall exercise the powers and perform the duties of the Voting Trustees as herein set forth according to such Voting Trustee's best judgment.
Voting Trustees. (a) Any individual acting as one of the Voting Trustees shall have the right to resign as a Voting Trustee hereunder during his lifetime at any time by notice delivered to the other Voting Trustee, Bentley and Shareholder, such resignation to be effective at such time as a successor Voting Trustee accepts this Agreement pursuant to Section 3(c).
Voting Trustees. Subject to Section 7.7 below and the division of --------------- responsibilities set forth in this AGREEMENT, initially XXXXXX and XXXXXXX shall be the voting trustees (the "VOTING TRUSTEES"). Upon the occurrence of a XXXXXX TERMINATION, XXXXXX shall cease to be a TRUSTEE. (See Section 7.2 regarding termination of employment of XXXXXXX and termination of the VOTING TRUST.)
Voting Trustees s/ Xxxxxxxx X. Xxxxxxxx ------------------------ Xxxxxxxx X. Xxxxxxxx, as Voting Trustee /s/ Xxxxxx X. Xxxxx ------------------------ Xxxxxx X. Xxxxx, as Voting Trustee EXHIBIT B --------- NETWORK ENGINES, INC. (FORMERLY, POWERSTATION TECHNOLOGIES, INC.) DECLARATION AND AGREEMENT OF TRUST Counterpart Signature Page -------------------------- The undersigned stockholder of Network Engines, Inc. hereby agrees to be bound by the terms of that certain Voting Trust Agreement made effective as of the 1st day of October, 1995 between Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxx in their capacity as Voting Trustees and the original signatories thereto with the same force and effect as if the undersigned Stockholder were an original party to the Voting Trust Agreement.
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Voting Trustees. The voting Trustees shall be—
Voting Trustees. Any notice, demand or request to the Voting Trustees required or permitted to be given under this Agreement shall be sufficient if addressed to the Voting Trustees at 500 Xxxxx Xxxxxxxx, Xxst Office Box 25125, Oklaxxxx Xxxx, Xxxxxxxx 00000 (xx such other address as the Voting Trustees may designate for receipt of notices) and if deposited, postage prepaid, into the United States mails, or given by telex, facsimile or personal delivery. Any such notice, demand or request shall be effective only upon its actual receipt by the Voting Trustees. Any notice to a Voting Trustee from another Voting Trustee shall be sufficient if addressed to the Voting Trustee at the address as set forth opposite such Trustee's signature and if deposited, postage prepaid, into the United States mails or given by telex, facsimile or personal delivery. Any such notice shall be effective upon the date of mailing or transmission, whether or not received.
Voting Trustees. Subject to the terms hereof, a Voting Trust Certificate issued by the Voting Trustees and so signed shall entitle the registered holder thereof upon the termination of this Agreement (or upon the permitted sale of All American Shares from time to time as hereinafter provided in accordance with the terms of this Agreement), to receive in accordance with the provisions hereof a share certificate or certificates for the number of All American Shares (or lower number, if requested pursuant to a permitted sale) represented thereby, and in the meantime to the rights in respect of such All American Shares provided in this Agreement.
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