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was precluded by section 4(c) from having any beneficial interest
in those shares. The voting trust agreement, at section 4(c),
stated that, other than the trustee, “No * * * person shall have
any voting right in respect of the [Avdel] Stock so long as this
Agreement is in effect.” Throughout the term of the voting trust
agreement, Ms. Bailey held all Avdel stock certificates.
The voting trust agreement, at section 4(a), stated that the
trustee would “in his [sic] sole discretion, subject to the
provisions of this section * * * have the duty to exercise all
voting rights of the [Avdel] Stock, including the right to vote
the Stock on all matters upon which the holders of the Stock are
entitled to vote.” The voting trust agreement barred Textron
from exercising any voting rights with respect to the Avdel
shares and from having any control over the Avdel board of
directors. Moreover, the voting trust agreement, at section
4(f), stated that “The Trustee shall take all steps to ensure
that Avdel competes as vigorously with Textron as it would should
there be no relationship between Textron and Avdel.”
The voting trust agreement, at section 8(a), further
provided that
Textron shall be entitled to receive from time to time
payments equal to the amount of any cash dividends if
the trustee, in his [sic] sole discretion, believes
payment of such dividends would be prudent. Such
payments shall be made by the Trustee as soon as
practicable after the receipt of the dividends. In
lieu of receiving cash dividends and paying them to
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Last modified: May 25, 2011