EXHIBIT 10.13
KBD/TECHNIC, INC. VOTING TRUST
KBD/TECHNIC, INC.
VOTING TRUST AGREEMENT
KBD/TECHNIC, INC. VOTING TRUST AGREEMENT made this 7th day of December,
1999, by and between CECO GROUP, INC., a Delaware Corporation (the
"Stockholder"), and Xxxxxxx X. Xxxx ("Xxxx"), as Voting Trustee (hereinafter
referred to as the "Voting Trustee"):
W I T N E S S E T H:
WHEREAS, the Stockholder purchased all of the outstanding shares of
stock of kbd/Technic, Inc. ("Company");
WHEREAS, pursuant to Section 4733.16 of the Ohio Revised Code, no
corporation shall provide engineering or surveying services in the State of Ohio
unless more than fifty percent of the shareholders are professional engineers,
professional surveyors, architects or landscape architects;
WHEREAS, the Company may provide the services identified in Section
4733.16 of the Ohio Revised Code and therefore, the Corporation may not own
directly a majority of the shares of the Company;
WHEREAS, the Attorney General for the State of Ohio has determined that
Ohio Law does not prohibit the stock of a professional association from being
held in trust, for the benefit of non- professionals by an individual who is
duly licensed or otherwise legally authorized to render the professional
services for which the association was organized; and
WHEREAS, the Stockholder organized this Trust to hold the common stock
of the Company for the benefit of the Stockholder;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions contained herein, the parties agree as follows:
1. Commencement; Transfer of Stock to Voting Trustee.
(a) The Stockholder hereby enters into this Voting Trust
Agreement for the purposes set forth herein, and the Voting Trustee hereby
accepts the responsibilities of Voting Trustee hereunder and agrees to hold the
assets of the Voting Trust as provided herein;
(b) Simultaneously with the execution hereof, the Stockholder
shall cause all of the outstanding shares of common stock of the Company to be
issued to the Voting Trustee to be deposited with the Voting Trustee under the
terms of this Voting Trust Agreement.
(c) Should the Stockholder obtain or have the right to obtain
additional shares of stock of the Company during the term of the Voting Trust,
the Stockholder may at any time deposit additional certificates for such stock
with the Voting Trustee. No stock shall be deposited hereunder except stock
having general voting powers as provided in the Company's Certificate of
Incorporation.
(d) All stock certificates delivered to the Voting Trustee
under subparagraphs (a) or (b) of this Article 1 shall be duly endorsed, or
accompanied by such instruments of transfer, as to enable the Voting Trustee to
cause such stock certificates to be transferred into his name as such trustee.
(e) Any certificates for stock of the Company shall be
surrendered by the Voting Trustee to the Company and canceled, and the Company
shall issue to the Voting Trustee new stock certificates in the name of
"kbd/Technic, Inc. Voting Trust, under agreement dated December __, 1999,
Xxxxxxx X. Xxxx, Voting Trustee."
(f) On receipt by the Voting Trustee of such stock
certificates in his name, the Voting Trustee shall thereupon issue and deliver
Voting Trust Certificates to the Stockholder in the form set forth in Article 5
hereof evidencing the number of shares so deposited (hereinafter referred to
collectively as the "Voting Trust Certificates").
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2. Term.
The Voting Trust shall be irrevocable and continue for a
period of nine (9) years and eleven (11) months from the date hereof, unless
terminated pursuant to Article 6 hereof or renewed as described in Article 6
hereof.
3. Transfer of Certificates.
(a) Subject to the terms of Article 16, the Voting Trust
Certificates shall be transferable by the registered owners thereof on the books
of the Voting Trustee at the Principal Office of the Voting Trustee (as
hereinafter defined in subparagraph (c) of Article 12 hereof) according to the
rules established for that purpose by the Voting Trustee; and the Voting Trustee
may treat the registered holders thereof as owners for all purposes whatsoever,
except that the Voting Trust shall not be required to deliver stock certificates
hereunder without the surrender of such Voting Trust Certificates. An assignee
of Voting Trust Certificates shall obtain the rights set forth in this Voting
Trust Agreement, and shall not otherwise be entitled to stock of the Company.
(b) If a Voting Trust Certificate is lost, stolen, mutilated
or destroyed, the Voting Trustee, in his discretion, may issue a duplicate of
such certificate upon receipt of: (i) evidence of such fact satisfactory to him;
(ii) indemnity satisfactory to him; (iii) the existing certificate, if
mutilated; and (iv) his reasonable expenses in connection with the issuance of a
new Voting Trust Certificate. The Voting Trustee shall not be required to
recognize any transfer of a Voting Trust Certificate not made in accordance with
the provisions hereof, unless the person claiming such ownership shall have
produced indicia of title satisfactory to the Voting Trustee, and shall in
addition deposit with the Voting Trustee indemnity satisfactory to him.
4. Voting Trustee.
(a) In the event of the death, resignation or Disability, of
the Voting Trustee, or if beneficial owners of a majority of the shares of the
Company represented by the then outstanding Voting Trust certificates shall send
the then serving Voting Trustee written notice that he is being replaced, which
notice may be sent in such owners' sole direction, with or without cause,
beneficial
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owners of a majority of the shares of the Company represented by the then
outstanding Voting Trust Certificates shall elect a successor Voting Trustee
provided, however, that such successor Voting Trustee shall be an engineer
licensed to practice in the State of Ohio. Any Voting Trustee may resign by
delivering sixty (60) days written notice to the Stockholder. For purposes of
this subparagraph (a), the term "Disability" means incapable of performing the
functions of a person's principal occupation, as determined by such person's
regular, licensed physician, if any, or if not, by any licensed physician.
(b) The Voting Trustee (and any successor Voting Trustee) may
act as a director or officer of the Company, and may contract with the Company,
or be pecuniarily interested in any transaction to which the Company may be a
party or in which it may in any way be interested, as fully as though he were
not a Voting Trustee.
5. Form of Voting Trust Certificates.
The Voting Certificates shall be in the following form:
No. _________________ _____________ Shares
Kbd/TECHNIC, INC.
AN INDIANA CORPORATION
VOTING TRUST CERTIFICATE FOR CAPITAL STOCK PURSUANT TO
KBD/TECHNIC, INC. VOTING TRUST
This certifies that _____________ or registered assigns is
entitled to all the benefits arising from the deposit with the
Voting Trustee under kbd/Technic, Inc. Voting Trust Agreement
hereinafter mentioned, of certificates for ___________ (___) shares
of the capital stock of kbd/Technic, Inc., an Indiana corporation
(hereinafter called the "Company"), as provided in such Voting Trust
Agreement and subject to the terms thereof.
This certificate is issued, received and held under, and the
rights of the owner hereof are subject to, the provisions of the
kbd/Technic, Inc. Voting Trust Agreement dated as of December __,
1999 among the Voting Trustee identified therein and the various
holders of similar certificates (copies of which Voting Trust
Agreement, and of every agreement amending or supplementing the
same, are on file in the Registered Office of the Company and in the
Principal Office of the Voting Trustee). The holder of
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this certificate, by acceptance hereof, assents to and agrees to be
bound as if such Voting Trust Agreement had been signed by him in
person.
Until the Voting Trustee shall have delivered the stock held
under such Voting Trust Agreement to the holders of the Voting Trust
Certificates, or to the Company, as specified in such Trust
Agreement, the Voting Trustee shall possess and shall be entitled to
exercise all rights and powers of an absolute owner of such 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 his assigns, under this certificate of any agreement,
expressed or implied.
The registered holder hereof, or assigns, is entitled to
receive payment equal to the amount of cash dividends, if any,
received by the Voting Trustee upon the number of shares of capital
stock of the Company in respect of which this certificate is issued.
Dividends received by the Voting Trustee in common or other stock of
the Company having general voting powers shall be retained by the
Voting Trustee and in lieu of such dividends the holder hereof shall
receive Voting Trust Certificates from the Voting Trustee in form
similar hereto.
In the event that any dividend or distribution, other than
cash dividends or stock of the Company having general voting powers,
is received by the Voting Trustee, the Voting Trustee shall
distribute the same to the registered holders of Voting Trust
Certificates promptly after such receipt, pursuant to the provisions
of Article 9 of such Voting Trust Agreement. Such distribution shall
be made to the certificate holder or holders ratably in accordance
with the number of shares represented by their respective Voting
Trust Certificates.
Stock certificates for the number of shares of capital stock
then represented by this certificate, or the net proceeds in cash or
property of such shares, shall be due and deliverable hereunder upon
the termination of such Voting Trust Agreement as provided therein.
Such Voting Trust Agreement shall continue in full force and
effect pursuant to the provisions of Article 2 of such Voting Trust
Agreement. Such Voting Trust Agreement may be renewed for successive
nine (9) year and eleven (11) month periods, as provided therein.
This certificate is transferable on the books of the Voting
Trustee at the Principal Office of the Voting Trustee by the holder
hereof, either in person or by attorney duly authorized, in
accordance with the rules established for that purpose by the Voting
Trustee and on surrender of this certificate properly endorsed.
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 Voting Trustee 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
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Voting Trustee shall not be bound or affected by any notice to the
contrary, or by any notice of any trust, whether express, implied or
constructive, or of any charge or equity respecting the title or
ownership of this certificate, or the share 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 Voting Trustee.
The term "Voting Trustee" as used in this certificate means
the Voting Trustee or the successor trustees acting under such
Voting Trust Agreement.
IN WITNESS WHEREOF, the Voting Trustee has signed this
certificate on ______________, 19____.
______________________
Voting Trustee
LEGEND:
THIS VOTING TRUST CERTIFICATE AND THE STOCK REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS. THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE
OR TRANSFERRED WITHOUT AN OPINION OF COUNSEL THAT SUCH REGISTRATION
IS NOT REQUIRED, THAT THE PROPOSED TRANSFER WILL NOT VIOLATE FEDERAL
SECURITIES LAWS, OHIO LAWS OR ANY OTHER APPLICABLE LAWS.
(Form of Assignment):
FOR VALUE RECEIVED _________________________ hereby assigns
the certificate within, and all rights and interest represented
thereby, to _____ (Social Security Number ) and appoints
________________ as attorney to transfer this certificate on the
books of the Voting Trustee mentioned therein, with full power of
substitution.
----------------------- -------------------------
Dated
(Seal)
In presence of/guaranteed by:
-------------------------
-------------------------
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Note: The signature on this assignment must correspond with the name
as written upon the face of this certificate in every particular,
without alteration, enlargement or any change whatever. All
endorsements, in the discretion of the Voting Trustee, shall be
guaranteed by a bank or trust company satisfactory to the Voting
Trustee.
6. Termination Procedure; Renewal.
(a) At any time within two (2) years prior to the time of
expiration of the kbd/Technic, Inc. Voting Trust (the "Voting Trust") as
originally fixed or as last extended as provided in this Section 6, the Voting
Trustee shall mail written notice of such anticipated expiration to the
registered owners of the outstanding Voting Trust Certificates at their
addresses as appearing on the transfer books of the Voting Trustee. Such notice
shall state that the Voting Trust Certificates must be surrendered to the Voting
Trustee by the expiration date in order to receive the corresponding stock in
the Company or other property in exchange therefor upon termination of the
Voting Trust.
(b) The Voting Trust shall terminate immediately upon any of
the following events and at such time the remaining Voting Trust property shall
be distributed to the Stockholder or its nominee:
(i) The sale by the Voting Trust of the shares of
the Company held by it or the Voting Trust for
any other reason ceasing to hold shares of the
Company;
(ii) The Company ceasing to be registered in the
State of Ohio as a corporation engaged in
engineering;
(iii) The sale of substantially all the assets of
the Company in one or more transactions;
(iv) The Company is no longer required to have its
stock owned by an engineer licensed to
practice engineering with State of Ohio for
any reason;
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(v) The Company dissolves prior to the expiration
of the term of the Voting Trust or any renewal
period thereof;
(c) At any time after notice of the expiration of the
kbd/Technic, Inc. Voting Trust has been given as provided above and ending
thirty (30) days prior to such expiration, one (1) or more holders of Voting
Trust Certificates hereunder may, by written agreement and with the written
consent of the Voting Trustee, renew the Voting Trust as to their stock in the
Company for an additional period not to exceed nine (9) years and eleven (11)
months from the expiration date of the Voting Trust as originally fixed or as
last extended as provided in this Section 6. In the event of such renewal, the
renewal agreement shall specify the stock that is subject to it. The Voting
Trustee shall, prior to the time of expiration of the Voting Trust, file copies
thereof with the Company at the Registered Office of the Company (as hereinafter
defined in subparagraph (b) of Article 12 hereof) and with the Voting Trustee at
the Principal Office of the Voting Trustee. Such renewal shall have the effect
of creating a new voting trust as to the shares in the Company to which the
renewal applies, except that such shares shall remain in the name and possession
of the Voting Trustee as if no termination had occurred. Such renewal shall have
no effect on the termination of the Voting Trust as to the remaining shares of
stock in the Company not subject to the renewal agreement, which shall be
tendered in accordance with the provisions relating to termination hereunder. No
such renewal agreement shall extend the term of this Voting Trust Agreement
beyond the maximum period permitted by applicable law or affect the rights or
obligations of persons not parties thereto.
(d) Upon termination of the kbd/Technic, Inc. Voting Trust,
the Voting Trust Certificates shall cease to have any effect and the holders of
such Voting Trust Certificates shall have no further rights under this Voting
Trust Agreement other than to receive certificates for shares of stock of the
Company or other property distributable under the terms hereof upon the
surrender of such Voting Trust Certificates to the Voting Trustee.
(e) Subject to Article 11, within thirty (30) days after the
termination of the Voting Trust, the Voting Trustee shall deliver to the
registered holders of such Voting Trust Certificates, at
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their addresses as they appear on the records of the Voting Trustee, properly
endorsed certificates for the number of shares of the capital stock of the
Company represented by the Voting Trust Certificates actually received from
them.
(f) At any time subsequent to thirty (30) days after the
termination of the Voting Trust, the Voting Trustee may deposit with the Company
(if the Company shall consent to such deposit) any properly endorsed stock
certificates or other property which have not been delivered to the holders of
Voting Trust Certificates, together with written authority for the Company to
deliver the same to the persons entitled thereto upon receipt of their Voting
Trust Certificates. Upon such deposit all further liability of the Voting
Trustee for the delivery of such stock certificates shall cease and the Voting
Trustee shall not be required to take any further action hereunder.
7. Rights and Powers of Voting Trustee.
(a) The Voting Trustee shall possess and be entitled to
exercise, subject to the provisions hereof, all the rights and powers of
absolute owners of all shares deposited hereunder, including, but without
limitation, the right to receive dividends on such shares and the right to vote,
consent in writing or otherwise act with respect to any corporate or
shareholders' action, to increase or reduce the stated capital of the Company,
to classify or reclassify any of the shares as now or hereafter authorized into
preferred or common shares or other classes of shares with or without par value,
to amend the Articles of Incorporation or By-Laws, to merge or consolidate the
Company with other corporations, to sell all or any part of its assets (except
for the stock of the Company without the consent of the Stockholder), to create
any mortgage or security interest in or lien on any property of the Company, or
for any other corporate act or purpose; provided that the Voting Trustee shall
give the holders of Voting Stock certificates not less than fifteen (15) days
prior written notice of the exercise of such rights and powers if such exercise
is not at the request of the beneficial owners of a majority of the shares of
the Company, it being expressly stipulated that no voting right shall pass to
others by or under the Voting Trust Certificates, under this Voting Trust
Agreement or by or under any other agreement expressed or implied.
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(b) In case the Company effectuates a consolidation or merger
with or into another corporation, or of another corporation with or into the
Company, or all or substantially all of the assets of the Company are
transferred to another corporation, then in connection with such consolidation,
merger or transfer the term "Company" for all purposes of this Voting Trust
Agreement shall be taken to include such successor corporation. The Voting
Trustee may in connection with such consolidation or merger surrender such
shares and receive in lieu thereof and exchange therefor the shares issuable
thereof in such merger or consolidation, and may hold the shares so received in
place of the shares deposited hereunder. Thereafter, the rights and obligations
of the Voting Trustee and of the holders of Voting Trust Certificates with
respect to shares deposited hereunder shall for all purposes be treated as
applying to the shares so received, there being substituted for each share of
the Company an amount of the new shares proportionate to the entire amount of
such new shares received for all of the shares of the Company so surrendered.
Upon demand of the Voting Trustee to the holders of Voting Trust Certificates,
such holders shall surrender their Voting Trust Certificates and shall accept in
lieu thereof one (1) or more new Voting Trust Certificates in form similar to
that hereinbefore set forth, but modified so as to describe expressly the
interest then represented by the Voting Trust Certificate. The terms "stock" and
"capital stock" as used herein shall be taken to include any stock which may be
received by the Voting Trustee in lieu of all or any part of the capital stock
of the Company. Any transfer tax or other charges payable in respect of any such
exchange, if so required by the Voting Trustee, shall be paid by the holders of
the Voting Trust Certificates.
(c) The Voting Trustee is authorized to become a party to or
prosecute or defend or intervene in any suits or legal proceedings, and the
shareholders and holders from time to time of the Voting Trust Certificates
agree to hold the Voting Trustee harmless from any action or omission by him in
connection therewith. The Voting Trustee shall be under no obligation to
institute any action to recover amounts owed with respect to stock of the
Company unless the holders of Voting Trust Certificates deposit funds in an
amount sufficient for all expenses and attorneys' fees which
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may reasonably be anticipated to be incurred by the Voting Trustee in such
action and agree to indemnify the Voting Trustee for all expenses and attorneys'
fees in connection with such action.
(d) The Voting Trustee is authorized to pledge the capital
stock of the Company held hereunder in connection with any financing for the
benefit of, among other parties, the Stockholder.
8. Liability of Voting Trustee.
Provided that the Voting Trustee gives the holders of Voting
Stock certificates fifteen (15) days prior written notice of whether or not he
will vote the shares of stock in accordance with the their recommendations, the
Voting Trustee shall exercise business judgment in voting the shares of stock of
the Company, or otherwise acting hereunder, with respect to such shares, but
shall not be liable to the holders of Voting Trust Certificates for errors of
law or of any thing done or suffered or omitted in connection therewith, except
for his own individual willful misconduct. The Voting Trustee shall act with due
care and shall act in compliance with all applicable laws, but shall not be
bound by the prudent person rule or any equivalent rule imposing fiduciary
liability. The Voting Trustee shall not be required to give any bond or other
security for the discharge of his duties.
Specifically, Voting Trustee shall not be liable for any loss,
liability, expense or damage to the Company or the stock occasioned by such
Voting Trustee's acts or omissions undertaken or omitted in good faith
(including, without limiting the generality of the foregoing, acts or omissions
in reliance on opinion of counsel). The Voting Trustee may rely upon any notice,
certificate, will, affidavit, letter, telegram, or other paper or document
believed by him to be valid or genuine, or upon any evidence deemed by him to be
sufficient, in making any payment, allocation or distribution hereunder. No
successor Voting Trustee shall be personally liable for any act or omission of
any predecessor Voting Trustee. Any successor Voting Trustee shall have all the
rights, duties and powers granted to the original Voting Trustee hereunder.
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9. Dividends.
(a) During the term of the Voting Trust, the holder of each
Voting Trust Certificate shall be entitled to receive from the Company payments
equal to the cash dividends, if any, receivable by the Voting Trustee upon that
number and class of shares of capital stock of the Company as is represented by
such Voting Trust Certificate. If any cash dividend is paid to the Voting
Trustee, the Voting Trustee shall pay such dividend to those holders registered
as such on the transfer books of the Voting Trustee at the close of business on
the day fixed by the Company for the taking of a record to determine those
holders of the Company stock entitled to receive such dividend. Such
distributions shall be made to such holders of Voting Trust Certificates in
accordance with the number of shares represented by their respective Voting
Trust Certificates.
(b) If any dividend in respect of the stock deposited with the
Voting Trustee is paid, in whole or in part, in stock of the Company having
general voting powers, the Voting Trustee shall likewise hold, subject to the
terms of this Voting Trust Agreement, the certificates for stock which are
received by it on account of such dividend, and the holder of each Voting Trust
Certificate representing stock on which such stock dividend has been paid, shall
be entitled to receive a Voting Trust Certificate, issued under this Voting
Trust Agreement, for the number of shares received with respect to such stock.
Holders entitled to receive the dividends described above shall be those
registered as such on the transfer books of the Voting Trustee at the close of
business on the day fixed by the Company for the taking of a record to determine
those holders of Company stock entitled to receive such dividends.
(c) If any dividend or distribution in respect of the stock
deposited with the Voting Trustee is paid other than in cash or in capital stock
having general voting powers (including distributions in respect to the
dissolution or partial or total liquidation of the Company), then the Voting
Trustee shall distribute the same among the holders of Voting Trust Certificates
registered as such on the transfer books of the Voting Trustee at the close of
business on the day fixed by the Company for the taking of a record to determine
the holders of Company stock entitled to receive such distribution. If such a
distribution is a result of the dissolution or in total liquidation of the
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Company the Voting Trustee may in his discretion deposit such monies,
securities, rights or property with any bank or trust company doing business in
the United States of America with authority and instructions to distribute the
same as above provided, and upon such deposit all further obligations or
liabilities of the Voting Trustee in respect of such monies, securities, rights
or property so deposited shall cease.
(d) If the Company does not fix a record date with respect to
a dividend or distribution, the actual date of the distribution of such dividend
or distribution by the Company shall be deemed the record date.
10. Subscription Rights.
In case any stock or other securities of the Company are
offered for subscription to the holders of capital stock of the Company
deposited hereunder, the Voting Trustee, promptly upon receipt of notice of such
offer, shall mail a copy thereof to each of the holders of the Voting Trust
Certificates. Upon receipt by the Voting Trustee, at least five (5) days prior
to the last day fixed by the Company for subscription and payment, of a request
from any such registered holder of a Voting Trust Certificate to subscribe in
his behalf, accompanied with the sum of money required to pay for such stock or
securities (not in excess of the amount subject to subscription in respect of
the shares represented by the Voting Trust Certificate held by such certificate
holder), the Voting Trustee shall make such subscription and payment, and upon
receiving from the Company the certificates for shares or securities so
subscribed for, shall issue to such holder a Voting Trust Certificate in respect
thereof if the same be stock having general voting powers, but if the same be
securities other than stock having general voting powers, the Voting Trustee
shall mail or deliver such securities to the certificate holder in whose behalf
the subscription was made, or may instruct the Company to make delivery directly
to the certificate holder entitled thereto.
11. Expenses.
The Voting Trustee shall be entitled to reimbursement for its
expenses incurred in performance of its duties hereunder. If the Voting Trustee
becomes involved in litigation on account
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of this Voting Trust Agreement it shall have the right to retain counsel. The
Voting Trustee shall have a lien on all stock, cash and other property held
pursuant to the Agreement for any and all costs, attorneys' fees, charges,
disbursement and expenses incurred by the Voting Trustee in connection with this
Voting Trust Agreement. The holders of Voting Trust Certificates agree to pay
the Voting Trustee on demand such costs, attorneys' fees, charges, disbursements
and expenses with each holder being responsible for that portion equal to the
portion that the number of shares represented by his Voting Trust Certificate
represent of the total number of shares which all the Voting Trust Certificates
represent. In the event one of the holders of a Voting Trust Certificate shall
fail to pay his share of the Voting Trustee's costs and expenses within fifteen
(15) days of his receipt of a demand therefor, such amount shall be treated as a
business loan from the Voting Trustee to the party who has failed to pay his
share of the Voting Trustee's fees and expenses. Such loan shall accrue interest
from the date of such holder's receipt of the demand from the Voting Trustee for
payment at the variable rate of interest equal to the sum of the corporate base
rate (as announced from time to time by PNC Bank, National Association) plus an
additional four (4) percentage points and shall be immediately due and payable.
Such loan may be enforced against such defaulting party in a court of competent
jurisdiction (and the costs of collection, including attorneys fees, shall be
paid by such defaulting party or by right of set off). The Voting Trustee shall
not transfer any Voting Trust Certificate with respect to which any costs or
expenses are owed. In the event any such loan or any amount is outstanding as of
the date of the termination of this Agreement with respect to a Voting Trust
Certificate, the Voting Trustee may refuse to surrender the stock of the Company
or other property held with respect to such certificate until such amount is
paid in full with interest as herein provided.
12. Notice.
(a) Any notice to the holders of the Voting Trust Certificates
hereunder shall be deemed given on the date delivered, if delivered in person,
or on the date deposited with the U.S. Postal Service, if enclosed in postpaid
envelopes and sent by registered or certified mail, return
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receipt requested, addressed to such holders at their respective addresses
appearing below their signatures on the signature page of this agreement, or at
such other address of which a holder shall notify the Voting Trustee in
accordance with the provisions of Paragraph (c).
(b) The Registered Office of the Company shall mean the
Registered Office of the Company in the State of Indiana as required to be
maintained by the Company pursuant to provisions of Indiana corporate law. Any
document required to be deposited in the Registered Office of the Company shall
be deposited in such offices.
(c) Any notice to the Voting Trustee hereunder shall be deemed
to be sufficiently given on the date delivered, if delivered in person to the
Voting Trustee or on the date deposited with the U.S. Postal Service, if
enclosed in a postpaid envelope and sent by registered or certified mail, return
receipt requested, addressed to the Voting Trustee at _________________
_______________ or to such other address as the Voting Trustee may designate by
notice in writing to the holders of the Voting Trust Certificates in accordance
with Section (a) (the "Principal Office of the Voting Trustee").
(d) All distributions of cash, securities, or other property
hereunder by the Voting Trustee to the holders of Voting Trust Certificates may
be sent in the same manner as hereinabove provided for the giving of notices to
the holders of Voting Trust Certificates.
13. Books and Records.
Copies of this Voting Trust Agreement, and of every agreement
supplemental hereto or amendatory hereof, shall be filed with the Company at the
Registered Office of the Company and with the Voting Trustee at the Principal
Office of the Voting Trustee, and shall be open to the inspection of any
stockholder of the Company, daily during business hours.
14. Continuing Agreement.
All Voting Trust Certificates issued as herein provided shall
be issued, received and held subject to all the terms of this Voting Trust
Agreement. Every person, firm or corporation, including their successors and
assigns, that deposits stock of the Company with the Voting Trustee
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and is entitled to receive Voting Trust Certificates representing such shares,
upon accepting the Voting Trust Certificates issued hereunder, shall be bound by
the provisions of this Voting Trust Agreement as if such had actually been a
signatory hereto, without the further agreement of the Voting Trustee or of the
holders of the other Voting Trust Certificates at such time.
15. Miscellaneous.
Wherever necessary or proper herein the singular imports the
plural or vice versa, and masculine, feminine and neuter expressions are
interchangeable. This Agreement shall be interpreted according to the laws of
the State of Ohio (without regard to its choice of law rules). This Agreement
constitutes the entire Agreement between the parties; and it may be amended only
by a written document executed by the Voting Trustee and all parties then
holding Voting Trust Certificates. This Agreement shall be binding upon, and
shall inure to the benefit of, the heirs, executors, assigns, transferees, and
successors in interest of the parties hereto, notwithstanding the death,
bankruptcy or incompetency of any party. Any reference to a section number in
this Agreement shall be deemed to be to sections in this Agreement. The section
titles used herein are provided for informational purposes only and shall affect
neither the meaning of the terms nor the intent of the parties. This Agreement
may be executed in one or more counterparts, all of which shall be deemed one
original document. Any portion of this Agreement which shall be deemed void, or
unenforceable, or contrary to public policy, shall be deemed severed from this
Agreement.
16. Transferability.
The Voting Trustee agrees that it shall not allow any Voting
Trust Certificate to be transferred if such transfer would result in a violation
by a Stockholder of federal or state securities laws treating his Voting Trust
Certificate as if it were the common stock of the Company. In furtherance of the
preceding sentence, the Stockholders hereby agree that the Voting Trustee shall
be entitled to rely on an opinion of counsel furnished by a Stockholder who
wishes to assign his Voting Trust Certificate that a proposed transfer of a
Voting Trust Certificate is not in violation of
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state and federal securities laws, treating his Voting Trust Certificate as is
it were the common stock of the Company.
IN WITNESS WHEREOF, the Stockholder and the Voting Trustee
have executed this Voting Trust Agreement as of the above date.
THE VOTING TRUSTEE: THE STOCKHOLDER:
CECO GROUP, INC.
Xxxxxxx X. Xxxx By: Xxxxxxx Dewirek
---------------------------- -------------------------------
Xxxxxxx X. Xxxx Xxxxxxx XxXxxxxx, President
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