VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT ("Agreement") is made and
entered into this 18th day of February, 1999, by and between
Xxxxx X. Xxxxx, Xxxxxxx X. Service, Xxxxxxx X. Xxxxx, Xxxxx
Xxxxxx, Xxxxx Xxxxxx, Xxx X. Xxxxxxxxx and Xxxxx Xxxxxx
("Holders"), shareholders of Elmer's Restaurants, Inc.
("Corporation"), and Xxxxx X. Xxxxx, Xxxxxxx X. Service and Xxxxx
Xxxxxx ("Voting Trustees").
RECITALS:
WHEREAS, each of the Holders owns capital stock in the
Corporation and deems it to be in the best interest of the
parties to this Agreement and the Corporation that this Agreement
be made;
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises and obligations set forth herein, the parties
agree as follows:
Voting Trust.
Creation of Voting Trust. The Voting Trustees, and
each of them, are hereby appointed voting trustees under the
voting trust created by this Agreement. During the term of this
Agreement, the Voting Trustees shall act as voting trustees in
respect to the tendered shares of stock in the Corporation, and
voting shares subsequently received by the Voting Trustees as a
result of the operation of this Agreement (such tendered shares
and subsequent shares to be collectively referred to as the
"Shares"), with all the powers, rights and privileges and subject
to all the conditions and covenants hereinafter set forth.
Deposit of Shares. Concurrently with the execution and
delivery of this Agreement, each Holder will assign and transfer,
or cause to be assigned and transferred, to the Voting Trustees
all shares of voting stock in the Corporation owned directly or
indirectly or held of record by such Holder. Each Holder will
also assign and transfer, or cause to be assigned and
transferred, to the Voting Trustees all shares of voting stock in
the Corporation acquired during the term of this Agreement and
owned directly or indirectly or held of record by such Holder;
the assignment and transfer will be made immediately after the
acquisition thereof. Each Holder shall deposit with the Voting
Trustees the certificates representing such shares, duly endorsed
in blank or accompanied by stock powers or other instruments of
assignment duly executed in blank, free and clear of any liens,
claims, encumbrances or other rights of third parties.
Delivery of Voting Trust Certificates. Upon receipt by
the Voting Trustees of the certificates for the Shares, the
Voting Trustees shall hold the Shares, in trust, subject to the
terms and conditions of this Agreement and shall deliver or cause
to be delivered to each Holder one or more voting trust
certificates ("Voting Trust Certificates" or "Certificates"), in
the form provided for in Section 2.1, representing in the
aggregate the total number of Shares deposited by each Holder.
Issue of Share Certificates To Voting Trustees. The
certificates representing the Shares shall be surrendered by the
Voting Trustees to the Corporation and canceled, and new
certificates representing the Shares shall be issued by the
Corporation to and in the name of the Voting Trustees, as voting
trustees, and the fact that such certificates are issued pursuant
to this Agreement shall be noted by the Corporation on its stock
transfer records. The Voting Trustees are authorized and
empowered to cause to be made any further transfers of the Shares
which may become necessary through the occurrence of any change
of persons holding the office of Voting Trustee.
Acceptance of Trust. The Voting Trustees accept the
trust created hereby in accordance with all of the terms and
conditions contained in this Agreement. The Shares shall be held
by the Voting Trustees for the purposes of and in accordance with
this Agreement, and none of the Shares, or any interest therein,
shall be sold or otherwise disposed of, pledged or encumbered by
the Voting Trustees, except as provided in this Agreement.
Voting Trust Certificates.
Form. The Voting Trust Certificates to be issued and
delivered by the Voting Trustees under this Agreement in respect
of the Shares shall be substantially in the form of Exhibit A,
with such changes therein consistent with the provisions of this
Agreement as the Voting Trustees and the Holders may from time to
time approve:
Restrictions on Certificate Transfers.
Applicability of Restrictions. The restrictions
on transfer of Voting Trust Certificates are intended to apply
during the term of the voting trust provided for in this
Agreement.
Restriction on Lifetime Disposition. No Holder
shall dispose of (and the terms "dispose of" and "disposition" as
used in this Agreement mean any sale, transfer, assignment,
pledge, mortgage, distribution or other form of disposition or
conveyance, whether voluntary, involuntary, or by operation of
law, or in the case of a non-individual Holder, pursuant to a
merger, consolidation, sale of assets or other reorganization,
and whether testamentary or inter vivos) all or any part of his
interest in a Voting Trust Certificate issued hereunder except
under the conditions set forth in this Agreement. Until the
termination of this Agreement, each Voting Trust Certificate
shall remain subject to this Agreement even though an offer or
offers are made under this Agreement but not accepted. Each
person, personal representative, entity or successor in interest
who acquires an interest in a Voting Trust Certificate issued
hereunder shall hold it subject to the terms of this Agreement.
Every transferee of a Voting Trust Certificate, by the acceptance
of such Certificate, shall become a party to this Agreement, and
shall assume all rights and obligations which the transferor had
under this Agreement.
Disposition Upon Death. Upon the death of a
Holder of a Voting Trust Certificate, the estate of the deceased
Holder (or the distributee of the estate) shall be deemed to have
succeeded to the decedent's interest in this Agreement, and shall
be deemed to have agreed to assume decedent's obligations under
this Agreement.
Right of First Refusal. The Shares are subject to
a right of first refusal, as set forth in a Share Transfer
Agreement, dated as of May 22, 1997, among CBW Inc., the Holders
and certain other persons, as amended by a First Amendment to
Share Transfer Agreement, dated August 25, 1997 (the "Share
Transfer Agreement"). The Holders agree that transfer of a
Voting Trust Certificate shall be subject to the right of first
refusal set forth in the Share Transfer Agreement in the same
manner as if the Voting Trust Certificate were a share of common
stock in CBW Inc.
2.2.5 Transfer; Registered Holder; Transfer
Books. The Voting Trustees shall keep available for inspection
by Holders at the office of the Voting Trustees set forth in the
Voting Trust Certificate (or at such other office of which the
holders thereof have been notified in writing) correct and
complete books and records of account relating to the voting
trust created by this Agreement and a record of all Holders. The
Voting Trust Certificates shall be transferable only on the books
of the Voting Trustees, upon surrender of such Voting Trust
Certificates (duly endorsed in blank or accompanied by a proper
instrument of assignment duly executed in blank, together with
all requisite transfer tax stamps attached thereto and an amount
sufficient to pay all Federal, State and local taxes or other
governmental charges, if any, then payable in connection with
such transfer) by the registered Holder in person or by such
Holder's duly authorized attorney. Upon the surrender of any
Voting Trust Certificate for transfer, the Voting Trustees shall
cancel such Voting Trust Certificate and issue to the transferee
(and to the registered holder of such Voting Trust Certificate,
in the case of a partial transfer) a new Voting Trust Certificate
or Certificates in the same form and representing in the
aggregate the same number of Common Shares of the Corporation as
the Voting Trust Certificates presented for cancellation. Any
Voting Trust Certificate or Certificates may be exchanged for
another Voting Trust Certificate or other Voting Trust
Certificates for a like aggregate amount, but in different
denominations.
2.3. Record Ownership. The Voting Trustees may treat
the registered Holder of each such Voting Trust Certificates as
the absolute owner thereof for all purposes whatsoever, and
accordingly shall not be required to recognize any legal,
equitable or other claim or interest in such Voting Trust
Certificate on the part of any other person, whether or not the
Voting Trustees shall have express or other notice thereof.
2.4. Replacement of Mutilated or Lost Certificates. In
case any Voting Trust Certificate shall become mutilated or be
destroyed, lost or stolen, the registered Holder thereof shall
immediately notify the Voting Trustees, who, at their discretion
and subject to the following sentence, shall issue and deliver to
such Holder a new Voting Trust Certificate of like tenor and
denomination in exchange for and upon cancellation of the Voting
Trust Certificate so mutilated, or in substitution for the Voting
Trust Certificate so destroyed, lost or stolen. The applicant
for such substituted Voting Trust Certificate shall furnish proof
reasonably satisfactory to the Voting Trustees of such
destruction, loss or theft, and, upon request, shall furnish an
indemnity reasonably satisfactory to the Voting Trustees and
shall comply with such other reasonable requirements as the
Voting Trustees may prescribe.
Dividends and Distributions; Subscriptions.
Dividends or Distributions Payable in Cash or Other
Property. The Voting Trustees shall, from time to time, pay or
cause to be paid to Holders, their pro rata share of any
dividends or distributions payable in cash or property, other
than voting stock of the Corporation, collected by the Voting
Trustees upon the Shares deposited hereunder. For the purpose of
making any such payment, or for any other purpose, the Voting
Trustees may, in their discretion, fix such date as they may
reasonably determine as a record date for the determination of
persons entitled to any payments or other benefits hereunder, or
order their transfer books closed for such period or periods of
time as they shall deem proper.
Share Dividends or Distributions. The Voting Trustees
shall receive and hold, subject to the terms of this Agreement,
any voting stock of the Corporation issued in respect of the
Shares by reason of any recapitalization, share dividend, split,
combination or the like and shall issue and deliver Voting Trust
Certificates therefor to the holders in proportion to their
respective interests therein as shown on the books of the Voting
Trustees.
Subscriptions. In case any voting stock of the
Corporation shall be offered to the stockholders of the
Corporation for subscription, then, upon receiving from any
Holder at least two full business days prior to the time
permitted by the Corporation for subscription and payment, a
request to subscribe on behalf of such Holder for a stated amount
of such stock (which amount shall not exceed the ratable amount
for which the number of Shares represented by such Voting Trust
Certificate may subscribe), together with the funds necessary to
purchase the stock to be subscribed for, the Voting Trustees will
make subscription and payment. If the Voting Trustees shall
receive instructions to do so from any Holder, or in case a
request to subscribe and the required funds as referred to in the
preceding sentence shall not have been received by the Voting
Trustees at least twenty-four hours prior to the expiration of
such subscription rights, the Voting Trustees shall attempt in
good faith to sell such subscription rights on the best terms
reasonably available in the judgment of the Voting Trustees. If
unable to effect such sale, the Voting Trustees may either permit
such subscription rights to lapse or make them available to any
one or more of the other Holders. Any amount received by the
Voting Trustees (other than voting stock) in respect of the sale
of such subscription rights shall be distributed immediately to
the Holder of such Voting Trust Certificate.
Any stock subscribed for in accordance with the provisions
of this Section 3.3 shall be held by the Voting Trustees for the
purposes of and in accordance with this Agreement, and the Voting
Trustees shall deliver or cause to be delivered to such
registered Holder one or more Voting Trust Certificates
representing in the aggregate the total number of shares of stock
so subscribed for. Upon receiving notice of any such offering of
voting stock of the Corporation, the Voting Trustees will mail
copies of such notice to the registered Holders at their last
addresses as they appear on the books of the Voting Trustees.
Matters Relating to Administration of Voting Trust; Voting.
Action by Voting Trustees. The number of Voting
Trustees shall be three. In all matters except as expressly
provided for in this Agreement, the Voting Trustees shall act as
a group. The action of a majority of the entire number of Voting
Trustees as stated above, expressed from time to time at a
meeting, or by a writing without a meeting, shall, except as
otherwise herein stated, constitute the action of the Voting
Trustees and shall have the same effect as if assented to by all.
At any meeting of the Voting Trustees, any Voting Trustee may
vote in person or by written proxy given to any other Voting
Trustee; and any Voting Trustee may give a power of attorney to
any other Voting Trustee to sign for him in case of action of the
Voting Trustees taken in writing without a meeting. The Voting
Trustees may adopt their own rules of procedure.
Rights and Powers of Voting Trustees. The Voting
Trustees shall possess and be entitled, subject to the provisions
hereof, in their discretion, in person or by proxy, to exercise
all the rights and powers of absolute owners of all Shares,
including, but without limitation, the right to receive dividends
on Shares, and the right to vote, consent in writing or otherwise
act with respect to any corporate or shareholders' actions. Such
corporate or shareholders' actions include but are not limited to
the election of directors, any increase or reduction in the
stated capital of the Corporation, any classification or
reclassification of any of the shares as now or hereafter
authorized into preferred or common stock or other classes of
shares with or without par value, any amendment to the Articles
of Incorporation or Bylaws, any merger or consolidation of the
Corporation with other corporations, any sale of all or any part
of its assets, and the creation of any mortgage or security
interest in or lien on any property of the Corporation. It is
expressly stipulated that no voting right shall pass to others by
or under the Voting Trust Certificates, or by or under this
Agreement, or by or under any other express or implied agreement.
Meetings of Holders. In the event that the Voting
Trustees, in their sole discretion, shall desire to ascertain the
views of the Holders with respect to any action or thing done or
proposed to be done by them or by the Corporation, or upon any
other question, the Voting Trustees may for such purpose call a
meeting of such Holders to be held at a place selected by the
Voting Trustees. Notice of this meeting shall set forth the time,
place and purpose of the meeting and shall be mailed, at least
ten days before the date of such meeting, to each Holder of
record of Voting Trust Certificates outstanding hereunder. At
such meeting, every Holder shall have the same number of votes as
the Shares represented by the Voting Trust Certificates standing
in his name and may vote in person or by written proxy. If at
any such meeting the Holders representing a majority in amount of
the Shares held hereunder shall affirmatively concur in any
expression or view with regard to any matter or thing mentioned
in the call of such meeting, such expression may conclusively and
for all purposes be deemed by the Voting Trustees to be that of
all Holders. Each and every Holder agrees for himself, his
successors and assigns to accept and be bound by such
determination of the Holders of Voting Trust Certificates
representing a majority in amount of the securities held
hereunder as herein provided. No action at any such meeting
shall operate to modify the express provisions of this Agreement
or in any way limit the powers and discretion of the Voting
Trustees as defined by this Agreement. Votes by Holders, made
pursuant to this provision, are advisory only, and are not
binding on the Voting Trustees.
Trustee Removal. The Voting Trustees may be
individually removed by the affirmative vote of, or by a written
instrument or instruments signed by, the Holders of Voting Trust
Certificates representing a two thirds majority of the Shares
for, and only for, acts or omissions constituting fraud,
misrepresentation, misappropriation, or other intentionally
tortious misconduct.
Resignation. A Voting Trustee may resign at any time
by delivering his resignation in writing to the Holders, to take
effect sixty days after the date of such delivery, whereupon all
powers, rights and obligations of the resigning Voting Trustee
under this Agreement shall cease and terminate except as provided
in this Agreement. If a successor Voting Trustee shall not have
been appointed within sixty days after the giving of such written
resignation, the Voting Trustees may apply to any court of
competent jurisdiction to appoint a successor Voting Trustee to
act until such time, if any, as a successor shall have been
appointed as provided in Section 4.6.
Vacancies. If any vacancy shall occur in the position
of Voting Trustee by reason of the death, removal, resignation,
inability or refusal to act of a Voting Trustee, or otherwise,
such vacancy shall be filled by the appointment of a successor by
the remaining Voting Trustees. If there is at any time a vacancy
in the office of Voting Trustee, the voting power of the shares
of the Corporation evidenced by the Voting Trust Certificates
shall continue to be exercised by the remaining Voting Trustees.
Any successor Voting Trustee appointed as herein provided shall
indicate his acceptance of such appointment by signing
counterparts of this Agreement and delivering such counterparts
to the Holders, and thereupon such successor shall be vested with
all the rights, powers, duties and immunities herein conferred
upon the Voting Trustees as if such successor had been originally
a party to this Agreement as a Voting Trustee. The term "Voting
Trustees" as used in this Agreement shall apply to and mean the
original Voting Trustee hereunder and any successor.
Expenses, etc. The Holders shall reimburse the Voting
Trustees for all reasonable expenses, including counsel fees,
incurred by them in connection with the exercise of their powers
and the performance of their duties under this Agreement.
The Holders shall reimburse the Voting Trustees for the
cost of all transfer tax stamps required and all Federal, State
and local taxes payable in connection with the deposit of the
Shares in the voting trust pursuant to this Agreement and in
connection with the re-transfer by the Voting Trustees of the
Shares to the Holders upon the surrender of such certificates.
Any such expenses may be charged to the Holders of
Voting Trust Certificates pro rata according to the number of
Shares represented by the Certificates, and may be deducted from
dividends or other distributions to them, or may be made a charge
payable as a condition to the delivery of Shares in exchange for
Voting Trust Certificates as provided herein, and the Voting
Trustees shall be entitled to a lien therefor upon Shares, funds
or other property in their possession.
Indemnification. The Holders shall indemnify and hold
the Voting Trustees harmless from and against any and all
liabilities, losses, costs, and expenses, including reasonable
attorneys' fees, in connection with or arising out of the
administration of the voting trust created by this Agreement or
the exercise of any powers or the performance of any duties by
them as herein provided or contemplated, except such as may arise
from the willful misconduct or gross negligence of the Voting
Trustees.
Reliance on Advice of Counsel. The Voting Trustees may
consult with counsel concerning any question which may arise with
reference to their duties or authority under this Agreement or
any of the provisions hereof or any matter relating hereto, and
the opinion of such counsel shall be a full and complete
authorization and protection in respect of any action taken or
omitted by the Voting Trustees here under in good faith and in
accordance with such opinion of counsel, and the Voting Trustees
shall not be liable for any damages sustained as a result
thereof.
No Duty to Investigate. The Voting Trustees shall not
be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order or
other paper or document submitted to the Voting Trustees.
Interest of Voting Trustees. The Voting Trustees
assume no liability as shareholders, their interest hereunder
being that of trustees only. The Voting Trustees will vote the
Shares on all matters in accordance with the provisions of this
Agreement, but they shall have no implied obligations and they
assume no responsibility in respect of any action taken (or not
taken) in pursuance of their votes so cast.
Compensation of Voting Trustees. Each Voting Trustee
shall not be entitled to any compensation for their service as
Voting Trustees hereunder, other than reimbursement of expenses
pursuant to Section 4.7.
4.13 Fiduciary Duties. In exercising the voting
rights granted herein, each Voting Trustee shall exercise his
best judgment to vote for suitable directors of the Corporation,
and to vote upon any resolution, proposed action, or other
matters presented at any stockholders' meeting. In exercising
voting rights, each Voting Trustee shall act in good faith and in
a manner reasonably believed to be in the best interest of the
Corporation. Each Voting Trustee shall not be required to vote in
the manner recommended or advised by the registered holders of
voting trust certificates.
4.14 Exculpation. Each Voting Trustee shall not be
liable to the Holders for honest mistakes of judgment, or for
action or inaction taken in good faith and reasonably believed to
be in the best interest of the Corporation, provided that the
mistake, action, or inaction does not constitute recklessness,
fraud, or willful or wanton misconduct.
4.15 Owner and Voting Agreement. The Holders and
certain other persons are parties to an Owner and Voting
Agreement, dated as of May 22, 1997, as amended by a First
Amendment to Owner and Voting Agreement, dated as of July 9, 1998
(the "Owner and Voting Agreement"). The Holders and the Voting
Trustees agree that the Voting Trustees shall vote the Shares as
if they were "Owners" for purposes of the Owner and Voting
Agreement.
Holders of Voting Trust Certificates Bound.
All Voting Trust Certificates issued under this Agreement
shall be issued, received, and held subject to all of the terms
of this Agreement. Every registered Holder of a Voting Trust
Certificate, and every bearer of a Voting Trust Certificate
properly endorsed in blank or properly assigned, by the
acceptance or holding thereof shall be deemed conclusively for
all purposes to have assented to this Agreement and to all of its
terms, conditions and provisions and shall be bound by this
Agreement with the same force and effect as if such Holder or
bearer had been originally a party to this Agreement.
Dissolution of Corporation.
In the event of the dissolution or total or partial
liquidation of the Corporation, whether voluntary or involuntary,
the Voting Trustees shall receive the moneys, securities, rights
or property to which the Holders of Shares are entitled, and
shall distribute the same among the Holders in proportion to
their interests. Alternatively, the Voting Trustees may in their
discretion deposit such moneys, securities, rights or property
with any bank or trust company doing business in the State of
Oregon, with authority and instructions to distribute the same as
above provided, and upon such deposit all further obligations or
liabilities of the Voting Trustees in respect of such moneys,
securities, rights or property so deposited shall cease.
Reorganization of Corporation.
In case the Corporation is merged into or consolidated with
another corporation, or all or substantially all of the assets of
the Corporation are transferred to another corporation, then in
connection with such transfers the term "Corporation" for all
purposes of this Agreement shall be taken to include such
successor corporation, and the Voting Trustees shall receive and
hold under this Agreement any voting stock of such successor
corporation received on account of the ownership, as Voting
Trustees hereunder, of Shares held hereunder prior to such
merger, consolidation or transfer. Voting Trust Certificates
issued and outstanding under this Agreement at the time of such
merger, consolidation or transfer may remain outstanding, or the
Voting Trustees may, in their discretion, substitute for such
Voting Trust Certificates new voting trust certificates in
appropriate form, and the term "Shares" as used herein shall be
taken to include any shares which may be received by the Voting
Trustees in lieu of all or any part of the shares of the
Corporation.
Termination; Release of Shares.
Termination by Holders of Voting Trust Certificates.
The voting trust created by this Agreement may be terminated at
any time by the Holders representing eighty-five percent of the
votes to which the Shares held by the Voting Trustees hereunder
are entitled. Any such termination shall be effective sixty days
after notice thereof has been delivered to the Voting Trustees,
and all further obligations or duties of the Voting Trustees
under this Agreement or any provision hereof shall cease as of
the close of business on such effective date.
8.2 Events of Termination. The Voting Trust shall
also terminate upon the occurrence of any one of the following
events:
(1) The Corporation makes an assignment for the
benefit of creditors; files a voluntary petition in bankruptcy;
is adjudicated bankrupt or insolvent; files a petition or answer
seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under
any statute, law or regulation; files an answer or other pleading
admitting or failing to contest the material allegations of a
petition filed against it in any proceeding of the foregoing
nature; or seeks, consents to, or acquiesces in the appointment
of a trustee, receiver, or liquidator of itself or of all or any
substantial part of its properties.
Exchange of Shares and Voting Trust Certificates. Upon
termination of this Agreement, the Voting Trustees, in exchange
for and upon surrender of any Voting Trust Certificate then
outstanding, shall, in accordance with the terms thereof and out
of the Shares received and held by them hereunder, cause the
Corporation to deliver to the Holders certificates for Shares
represented by such Voting Trust Certificate. Furthermore, if
any such delivery shall take place (i) after the record date for
establishing holders of Shares entitled to vote at a meeting of
stockholders but (ii) prior to the date of such meeting of
stockholders, the Voting Trustees shall deliver with the
certificates for Shares an irrevocable proxy authorizing the
person in whose name the certificates for Shares are registered
to vote such Shares at such meeting.
New Subscribers.
Any holder of shares of the Corporation may at any time
become a subscriber hereto with respect to any such shares by
subscribing to this Agreement and depositing the certificate
representing his shares, accompanied by duly executed instruments
of transfer. Such subscribers shall then become Holders as if
they were original parties to this Agreement.
Amendments.
This Agreement may be amended or terminated at any time by
an instrument in writing duly executed and acknowledged by the
Holders with Voting Trust Certificates representing eighty-five
percent of the votes to which the Shares held by the Voting
Trustees hereunder are entitled.
Miscellaneous.
Benefits of this Agreement; Survival. The terms of
this Agreement shall be binding upon and inure to the benefit of
and shall be enforceable by the Holders, the Voting Trustees, and
their respective successors and assigns. The rights of the
Voting Trustee under Sections 4.7 and 4.8 and of the Holders of
Voting Trustee Certificates under Section 8.2 shall survive any
termination of this Agreement or any resignation or removal of
any Voting Trustee pursuant to the terms of this Agreement.
Notice. Any notice, request, offer, acceptance or
other communication permitted or required to be given hereunder
to the Holders or the Voting Trustees shall be sent by facsimile,
certified mail or by courier service, return receipt requested,
or hand-delivered to such person at the address set forth below:
Holders:
Xxxxx X. Xxxxx
Xxxxxxx X. Service
000 X. 0xx Xxxxxx, Xxxxx X
Xxxxxx, Xxxxxx 00000
Xxxxx
Xxxxxx
00 Xxxx Xxxxx
Xxxxxx,
Xxxxxx 00000
Xxxxxxx X.
Xxxxx
0000 Xxxx Xxxxxx
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Xxxxx
Xxxxxx
00000 Xxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxx 00000
Xxxxx
Xxxxxx
0000
Xxxxxx Xxxx, #000
Xxxxxx,
Xxxxxx 00000
Xxx X.
Xxxxxxxxx
000 Xxxx Xxxxxxx
Xxxxxx, Xxxxxx 00000
Voting Trustees:
Xxxxx X. Xxxxx
Xxxxxxx X. Service
000 X. 0xx Xxxxxx, Xxxxx X
Xxxxxx, Xxxxxx 00000
Xxxxx
Xxxxxx
00 Xxxx Xxxxx
Xxxxxx, Xxxxxx 00000
or at such other addresses as may be established by notice
hereunder. Any notice so given shall be deemed effective at the
time of delivery indicated on the duly completed postal service
or courier receipt or when hand-delivered.
Severability. In case any provision of this Agreement
shall be held to be invalid or unenforceable in whole or in part,
neither the validity nor the enforceability of the remainder of
this Agreement shall be in any way affected.
Descriptive Headings; Gender. The headings in this
Agreement are for the convenience of reference only and shall not
limit or otherwise affect the provisions hereof. The use of the
masculine gender shall be deemed to include the feminine and
neuter gender.
Counterparts of this Agreement. This Agreement may be
executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
Governing Law. This Agreement and the rights and
obligations of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Oregon.
Term. This Agreement and the voting trust created
hereby shall expire and be of no further force or effect on the
tenth anniversary of the date of this Agreement, unless extended
by written agreement.
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The respective parties have caused this Agreement to be
executed as of the date first above written.
Voting Trustees:
__/s/ Xxxxx X. Davis_________
Xxxxx X. Xxxxx
__/s/ Xxxxx Jensen___________
Xxxxx Xxxxxx
__/s/ Xxxxxxx X. Service_____
Xxxxxxx X. Service
Holders:
__/s/ Xxxxx X. Davis_________
Xxxxx X. Xxxxx
__/s/ Xxxxx Jensen___________
Xxxxx Xxxxxx
__/s/ Xxxxxxx X. Service_____
Xxxxxxx X. Service
__/s/ Xxxxxxx X. Wendt_______
Xxxxxxx X. Xxxxx
__/s/ Xxxxx Brooks___________
Xxxxx Xxxxxx
_/s/ Xxxxx Bolton____________
Xxxxx Xxxxxx
_/s/ Xxx X. Boettcher________
Xxx X. Xxxxxxxxx
