Trust Certificates. The pro rata interest of each Shareholder in and to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and 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 Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 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. The Trustee shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the 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 Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.
Appears in 2 contracts
Sources: Trust Agreement (Founders Industries Inc), Trust Agreement (Basic Technologies Inc)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 1,000,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and hereby certifies that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound ▇▇▇ (the "Holder") will be entitled to all the provisions receive a certificate for one million (1,000,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 2,000,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and hereby certifies that ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Holder") will be entitled to receive a certificate for two million, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions (2,000,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 300,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and hereby certifies that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound ▇▇▇▇ (the "Holder") will be entitled to all the provisions receive a certificate for three hundred thousand (300,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by her duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.hereof
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. (a) The pro rata interest Shares of each Shareholder in and to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not Beneficial Owner shall be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee Each Trust Certificate shall be under no affirmative duty executed by any one or obligation to issue more of the Committee Members (or deliver to any Shareholder a by another person designated by the Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee Supervision Committee).
(b) The Trust shall keep or cause to be prepared kept a register in which, subject to such regulations as the Regular Trustee may adopt, the Trust will provide for the registration of Shares and delivered to a Shareholder a Trust Certificate in the form provided for hereinregistration of Transfers of Shares. The books of the Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares conclusive evidence of the capital stock ownership of Founders Industriesall Shares. Upon surrender for registration of Transfer of any Trust Certificate, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount further provisions of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company this Article III and any limitations on Transfer contained elsewhere in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and be entitled to exercise all rights and powers of an absolute owner of such stockTrust will cause the execution, including in 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 Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights name of the owner hereof are subject toregistered holder or the designated transferee, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution one or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of more new Trust Certificates, on evidencing the date same number of such distributionShares as the Trust Certificate surrendered. Every Trust Certificate surrendered for registration of transfer s hall be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the registered certificate holders at the close of business on the date fixed Trust duly executed, by the Trustee for taking a record to determine registered holder thereof or such holder's duly authorized attorney. Upon the certificate holders entitled to such distribution, pursuant to the provisions Transfer of the Trust Agreement. Such distribution shall be made to the certificate holders ratably Shares in accordance with the number of shares represented by their respective Trust Certificates. Stock certificates for terms hereof, the number of shares of capital stock then represented by this certificatetransferee thereof shall, or the net proceeds in cash or property of when such shares, shall be due and deliverable hereunder upon the termination of such Trust Agreement as provided therein. This certificate is transferable Transfer has been recorded on the books of the TrusteeTrust, by be deemed to be a Beneficial Owner with respect to the holder hereof, either in person or by attorney duly authorized, Shares so Transferred. Until Shares are Transferred in accordance with the rules established for that purpose by the 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 terms hereof, shall vest title hereto and all rights hereunder in the transferee; provided, however, that the Trustee may treat the registered holder hereof, or when presented duly endorsed in blank thereof shall be deemed to be the bearer hereof, as the absolute owner hereof, and Beneficial Owner of all rights and interests represented hereby, such Shares for all purposes. The purposes hereunder and neither the Trust, the Regular Trustee nor any Committee Member shall not be bound or affected by any notice to the contrary.
(c) The Trust shall issue a new Trust Certificate in the case of any Trust Certificate previously issued if the registered holder of the Trust Certificate (i) makes proof by affidavit, in form and substance satisfactory to the Regular Trustee, that a previously issued Trust Certificate has been lost, destroyed or stolen, (ii) requests the issuance of a new Trust Certificate before the Trust has received notice that the Trust Certificate has been acquired by any a purchaser for value in good faith and without notice of an adverse claim, (iii) upon request by the Regular Trustee, delivers to the Trust a bond, in form and substance satisfactory to the Regular Trustee, with such surety or sureties and with fixed or open liability as the Regular Trustee may direct, to indemnify the Trust, as registrar, against any trustclaim that may be made on account of the alleged loss, whether express destruction or impliedtheft of the Trust Certificate, or constructiveand (iv) satisfies any other reasonable requirements imposed by the Regular Trustee.
(d) So long as the Trust shall keep its own register for the registration of Shares and the registration of Transfers of Shares, or of any no service 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 registration of transfer or exchange of Trust Certificates, but the Trust may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer or exchange of Trust Certificates and the Beneficial Owner proposing the Transfer shall be responsible for the costs and expenses referenced in clause (e) below.
(e) No Transfer of any Shares (or any Trust Certificate representing Shares) shall be made unless such Transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws pursuant to Section 1145 of the United States Bankruptcy Code or otherwise, or is made in accordance with all such requirements of the Securities Act and all such state securities laws. No Transfer of any Shares (or any Trust Certificate representing Shares) shall be made if such proposed Transfer would (i) result in any violation of ERISA, (ii) result in any violation of Section 4975 of the IRC, (iii) cause any Trust Assets to be deemed to be plan assets (as defined in the regulations of the U.S. Department of Labor) or (iv) cause the Trust to be subject to the Investment Company Act. Any Beneficial Owner shall establish to the reasonable satisfaction of the Trust the satisfaction of all conditions and requirements for the Transfer of any Shares (or any Trust Certificate representing any Shares) set forth herein and, without limiting the generality of the foregoing, in connection with any proposed Transfer the Trust may require an opinion of counsel, in form and substance reasonably satisfactory to the Trust and to be paid for by the Beneficial Owner proposing such Transfer. In addition to the foregoing, in connection with any proposed Transfer of any Shares (or any Trust Certificate representing any Shares), the Trust may require evidence from the Beneficial Owner proposing such Transfer that the Transfer will not affect the tax status of the Trust and will not otherwise adversely affect the interests of the Trust or any Beneficial Owner including, without limitation, as the result of the imposition of any United States federal withholding taxes on the Trust (except to the extent that such withholding taxes would be payable solely from amounts otherwise distributable to the prospective transferee of such Transfer) or otherwise impose any additional legal or regulatory requirements or burdens on any Beneficial Owner, Trustee. The word "Trustee" as used in this certificate means the Trustee , Committee Member or the successor trustee acting under such Trust Agreementor any other employee or agent thereof.
Appears in 1 contract
Trust Certificates. The pro rata interest Shareholders, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholders' Shares and any other shares hereafter transferred by the Shareholders hereunder to the Trustee in form substantially as follows: No. 300,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, hereby certifies that Vache and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound ▇▇ (the "Holders") will be entitled to all the provisions receive a certificate for three hundred thousand (300,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by their duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholders, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholders, or to its nominee, certificates for the CompanyShareholders' Shares and any other shares hereafter transferred by the Shareholders hereunder to the Trustee in form substantially as follows: No. 500,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. hereby certifies that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound ▇▇▇ (the "Holders") will be entitled to all the provisions receive a certificate for five hundred thousand (500,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holders shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holders hereof acquire additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holders in person or by their duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 1,500,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and ▇hereby certifies that ▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound ▇▇▇ (the "Holder") will be entitled to all the provisions receive a certificate for one million five hundred thousand (1,500,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 7,800,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and ▇▇▇▇▇ ▇. hereby certifies that ▇▇▇▇▇▇▇▇▇▇ Living Trust DTD 1/17/92 (the "Holder") will be entitled to receive a certificate for seven million, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions eight hundred thousand (7,800,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.hereof
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 755,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and hereby certifies that ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ custodian of Sibba Binladen UGMA California (the "Holder") will be entitled to receive a certificate for seven hundred fifty five thousand, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions (755,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 8,420,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated January 1, 2003 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. hereby certifies that ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as TrusteeTrustees for the ▇▇▇▇▇▇▇▇▇ Family Trust U/A DTD 03/08/1995 (the "Holder") will be entitled to receive a certificate for eight million, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions four hundred twenty thousand (8,420,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest of each Shareholder in and to the Founders OnSource Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares OnSource Corporation A Delaware Corporation Trust Certificate for Capital Stock This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc.OnSource Corporation, a Nevada Delaware corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and 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 Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15__, 2002, by and between Basic TechnologiesGlobal Casinos, Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 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. The Trustee shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the 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 Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.
Appears in 1 contract
Sources: Trust Agreement (Global Casinos Inc)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 100,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and hereby certifies that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound ▇ (the "Holder") will be entitled to all the provisions receive a certificate for one hundred thousand (100,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by her duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest of each Shareholder in and to the Founders OnSource Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust Certificate. Unless requested to do so in writing, the Trustee shall be under no affirmative duty or obligation to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee shall cause to be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc.OnSource Corporation, a Nevada Delaware corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee in the Company's common or other stock having general voting powers shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement to the holders of the trust certificates, or to the Company, as specified in such Trust Agreement, the holder hereof shall possess and 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 Trustee, or his assigns, under this certificate or any agreement, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15__, 2002, by and between Basic TechnologiesGlobal Casinos, Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions of the Trust Agreement as if he/it had signed it in person. In the event of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 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. The Trustee shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the 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 Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreement.
Appears in 1 contract
Sources: Trust Agreement (Onsource Corp)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 1,650,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. and hereby certifies that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Holder") will be entitled to receive a certificate for one million, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions six hundred fifty thousand (1,650,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement as if he/it had signed it in personAgreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same faun as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)
Trust Certificates. The pro rata interest Shareholder, simultaneously with the execution of each Shareholder in and this Agreement, shall deliver his share certificates to the Founders Shares held by the Trustee hereunder ("Trust Interest") may but need not be evidenced by a Trust CertificateTrustee. Unless requested to do so in writing, the Trustee New share certificates shall be under no affirmative duty or obligation issued in the name of the Trustee. The new share certificates shall state that they are issued pursuant to issue or deliver to any Shareholder a Trust Certificate evidencing the interest of such Shareholder under this Agreement. If requested to do so in writing, the Trustee That fact shall cause to also be prepared and delivered to a Shareholder a Trust Certificate in the form provided for herein. The Trust Certificates shall be in the following form: No. ____________ __________________ Shares This certifies that ______________________ or registered assigns is entitled to all the benefits arising from the deposit with the Trustee under the Trust Agreement hereinafter mentioned, of certificates for ________ shares of the capital stock of Founders Industries, Inc., a Nevada corporation (the "Company"), as provided in such Trust Agreement and subject to the terms thereof. The registered holder hereof, or assigns, is entitled to receive payment equal to the amount of cash dividends, if any, received by the Trustee upon the number of shares of capital stock of the Company in respect of which this certificate is issued. Dividends received by the Trustee noted in the Company's common or other stock having general voting powers transfer records in the entry of the Trustee's ownership of the shares. The Trustee shall be payable in Trust Certificates, in form similar hereto. Until the Trustee has delivered the stock held under such Trust Agreement issue and deliver to the holders of the trust certificatesShareholder, or to its nominee, certificates for the CompanyShareholder's Shares and any other shares hereafter transferred by the Shareholder hereunder to the Trustee in form substantially as follows: No. 195,000 Shares of Common Stock The undersigned trustee, as specified in such voting trustee of shares of SATX, Inc., under an agreement dated February 15, 2002 (the "Voting Trust Agreement"), having received certain shares of the Corporation, pursuant to such agreement, which agreement the holder hereof shall possess and 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 Trustee, or his assigns, under by accepting this certificate or any agreementratifies and adopts, expressed or implied. This certificate is issued, received, and held under, and the rights of the owner hereof are subject to, the terms of a Trust Agreement dated as of June 15, 2002, by and between Basic Technologies, Inc. hereby certifies that ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and his successors in trust, and various holders of similar certificates. The holder of this certificate, by acceptance hereof, assents and is bound to all the provisions Trustees of the Fujita Family 1999 Revocable Trust Agreement as if heU/it had signed it in personA 9/7/1999 (the "Holder") will be entitled to receive a certificate for one hundred ninety five thousand (195,000) fully paid shares of the Common Stock of SATX, Inc., of the par value of $0.001 each, on the expiration of the Voting Trust Agreement. In the event meantime, the Holder shall be entitled to receive payments equal to any dividends or other distributions that may be collected by the undersigned trustee upon such shares held by it under the terms of the dissolution or total or partial liquidation of the Company, the moneys, securities, or property received by the Trustee in respect of the stock deposited under such Trust Agreement shall be distributed among the registered holders of trust certificates in proportion to their interests as shown by the books of the Trustee. In the event that the Trustee receives any dividend or distribution other than in cash or Company stock having general voting powers, the Trustee shall distribute the same to the registered holders of Trust Certificates, on the date of such distribution, or to the registered certificate holders at the close of business on the date fixed by the Trustee for taking a record to determine the certificate holders entitled to such distribution, pursuant to the provisions of the Trust Agreement. Such distribution shall be made to the certificate holders ratably in accordance with the number of shares represented by their respective 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 Trust Agreement as provided therein. This certificate is transferable on the books of the Trustee, by the holder hereof, either in person or by attorney duly authorized, in accordance with the rules established for that purpose by the 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 transfereeagreement; provided, however, that in the Trustee event that (i) there is a stock split or stock distribution with respect to the shares represented hereby, or (ii) the holder hereof acquires additional shares of SATX, Inc., pursuant to the exercise of pre-emptive rights associated with the shares represented hereby, any additional shares of stock received as a result of such stock split, stock distribution, or exercise of pre-emptive rights shall be subject to the Voting Trust Agreement and the undersigned trustee shall issue a new trust certificate in the same form as this instrument reflecting the new number of shares of stock. This certificate is transferable only by the registered holder in person or by her duly authorized attorney, and the holder hereof, by accepting this certificate, manifests his consent that the undersigned trustee may treat the registered holder hereof, or when presented duly endorsed in blank the bearer hereof, hereof as the absolute true owner hereof, and of all rights and interests represented hereby, for all purposes. The Trustee , except the delivery of share certificates, which delivery shall not be bound or affected by any notice to the contrary, or by any notice of any trust, whether express or implied, or constructive, or of any charge or equity respecting the title or ownership of this certificate, or the share of stock represented hereby; provided, however, that no delivery of stock certificates hereunder, or the proceeds thereof, shall be made without the surrender hereof properly endorsed. This certificate shall not be valid for any purpose until duly signed by the Trustee. The word "Trustee" as used in this certificate means the Trustee or the successor trustee acting under such Trust Agreementhereof.
Appears in 1 contract
Sources: Voting Trust Agreement (Peninsula Holdings Group LTD)