Common use of ISSUANCE AND OWNERSHIP OF THE VOTING SHARE Clause in Contracts

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreement. Pubco hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

Appears in 3 contracts

Sources: Voting and Exchange Agreement (Winters F Thomas Iii), Voting and Exchange Agreement (Aspi Europe Inc), Voting and Exchange Agreement (Dow Scott)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco RVI hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco RVI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco RVI to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and (b) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 3 contracts

Sources: Voting and Exchange Trust Agreement (Rubincon Ventures Inc), Voting and Exchange Trust Agreement (Rubincon Ventures Inc), Voting and Exchange Trust Agreement (API Nanotronics Corp.)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco ▇▇▇▇▇▇▇ USA hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco ▇▇▇▇▇▇▇ USA hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco ▇▇▇▇▇▇▇ USA to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall will possess and be vested with full legal ownership of the Voting Share and shall will be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shallwill: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and and (b) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall will not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Golden Soil Inc), Agreement and Plan of Reorganization (Golden Soil Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco TMW hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreement. Pubco TMW hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco TMW to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

Appears in 2 contracts

Sources: Voting Trust Agreement (Mens Wearhouse Inc), Combination Agreement (Mens Wearhouse Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco Parent hereby issues to and deposits with the Trustee Trustee, the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreement. Pubco Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise the voting rights and all of the other rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

Appears in 2 contracts

Sources: Exchange and Voting Trust Agreement (Worldpages Com Inc), Exchange and Voting Trust Agreement (Worldpages Com Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco OSI hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco OSI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco OSI to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and (b) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 1 contract

Sources: Voting and Exchange Trust Agreement (Oil States International Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco EduTrek hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco EduTrek hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco EduTrek to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and (b) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 1 contract

Sources: Combination Agreement (Edutrek Int Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco Parent hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreement. Pubco Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: : (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreement; and and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

Appears in 1 contract

Sources: Voting and Exchange Trust Agreement (Pri Automation Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco hereby issues Immediately following approval by the directors of Shannon of the creation and issuance of the Voting S▇▇▇▇, ▇hannon shall issue to and deposits deposit with the Trustee the Voting ▇▇▇ ▇▇▇ing Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, of the Holders and in accordance with the provisions of this Agreement. Pubco hereby acknowledges receipt from Agreement in consideration for the payment by the Trustee as trustee of $1.00 (the receipt and sufficiency of which is hereby acknowledged) for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco to the TrusteeHolders. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (ai) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, Share and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

Appears in 1 contract

Sources: Voting and Exchange Trust Agreement (Shannon International Resources Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco Weatherford hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco Weatherford hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco Weatherford to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (ai) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and (bii) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, Share and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 1 contract

Sources: Combination Agreement (Weatherford International Inc /New/)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco Parent hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreement. Pubco Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.

Appears in 1 contract

Sources: Voting and Exchange Trust Agreement (Pri Automation Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco Veritas hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco Veritas hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco Veritas to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (ai) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and (bii) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, Share and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 1 contract

Sources: Voting and Exchange Trust Agreement (Veritas DGC Inc)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco CCo hereby issues to and deposits with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco CCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco CCo to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and (b) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 1 contract

Sources: Combination Agreement (Calpine Corp)

ISSUANCE AND OWNERSHIP OF THE VOTING SHARE. Pubco hereby issues On the Effective Date, JAG will issue to and deposits deposit with the Trustee the Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Holders and in accordance with the provisions of this Agreementagreement. Pubco JAG hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the issuance of the Voting Share by Pubco JAG to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Voting Share, provided that the Trustee shall: (a) hold the Voting Share and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this Agreementagreement; and (b) except as specifically authorized by this Agreementagreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Voting Share, and the Voting Share shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreementagreement.

Appears in 1 contract

Sources: Voting and Exchange Trust Agreement (Jag Media Holdings Inc)