A Voting Trust Agreement is an agreement whereby a voting trust is created and the shares and voting rights of one or more shareholders are legally transferred to a trustee for a certain period of time. In most Voting Trust Agreements, the trustee has additional powers such as the ability to transfer the shares. Once the trust’s term naturally expires, the shares held by the trustee are transferred back to the shareholders. This Agreement can be used by the shareholders of a corporation that want to transfer their shares, and their voting rights, to a trustee.
A Voting Trust Agreement is an agreement whereby a voting trust is created and the shares and voting rights of one or more shareholders are legally transferred to a trustee for a certain period of time. In most Voting Trust Agreements, the trustee has additional powers such as the ability to transfer the shares. Once the trust’s term naturally expires, the shares held by the trustee are transferred back to the shareholders. This Agreement can be used by the shareholders of a corporation that want to transfer their shares, and their voting rights, to a trustee. VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT, hereafter, the “Agreement”, dated as of the ____ day of _____, 201___, among _______________, [NAME OF COMPANY THAT WILL BE ACTING AS THE VOTING TRUST] a company duly incorporated pursuant to the laws of the Province/Sate of _____________, (hereinafter, the “Shareholder”), _____________, ______________, and ______________, [NAME(S) OF THE PERSON/PEOPLE WHO WILL BE ACTING AS TRUSTEES/VOTING AGENTS FOR THE SHARES] (hereinafter, collectively, the “Voting Trustees”), ______________, [NAME OF BANK OR FINANCIAL ASSOCIATION] a national banking association (the “Collateral Agent”) and ________________, [NAME OF COMPANY WHOSE SHARES ARE AT ISSUE] a company duly incorporated pursuant to the laws of the Province/State of ________________ (hereinafter, the “Company”). WHEREAS, pursuant to a Call Option Agreement dated as of the date hereof between the Voting Trustees and the Shareholder, the Voting Trustees have the right to acquire all of the Shareholder's shares in the capital stock of the Company. NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE 1 1.00 VOTING TRUST 1.01 The Voting Trustees are hereby appointed Voting Trustees under the voting trust created by this Agreement. 1.02 Throughout the term of this Agreement, the Voting Trustees shall act as Voting Trustees with respect to the Shares of the Company (hereinafter, the "Shares"), with all the rights, powers and privileges and subject to all of the provisions, conditions and covenants contained herein. 1.03 Within ______ ( ) days after the execution of this Agreement, the Shareholder shall assign and transfer its/his/her interest to all of its/his/her shares to the Collateral Agent. 1.04 The Shareholder shall duly endorse for transfer and deposit with the Collateral Agent, the share certificates representing such shares together with any stock powers or other instruments of transfer duly executed, which shall be free and clear of any and all liens, claims and encumbrances. 1.05 Upon the Collateral Agent receiving the share certificates duly endorsed, the Shares shall be held in trust by the Voting Trustees, through the Collateral Agent, subject to the terms, provisions and conditions of this Agreement and shall deliver or cause to be delivered to the Shareholder of one (1) or more voting trust share certificates (the “Voting Trust Share Certificates” or “Certificates”), in the form described in Article 5.03 representing in the aggregate, the total number of shares deposited by the Shareholder. © Copyright 2013 Docstoc Inc. 2 1.06 The share certificates representing the Shares to be duly endorsed, transferred and deposited, shall be surrendered by the Voting Trustees to the Company and cancelled. New share certificates representing the Shares shall be issued by the Company to the Voting Trustees. In respect of the issuance of the new share certificates, such share certificates shall contain thereon, notification of this Agreement and shall be recorded on the Company’s transfer ledgers and registers. 1.07 The Voting Trustees are hereby authorized to make any further transfer of the Shares which may be or become necessary in the event there is a change in person(s) holding the office of a Voting Trustee. 1.08 The Voting Trustees hereby accept the trust created herein in accordance with all of the terms, provisions and conditions of this Agreement. 1.09 The Shares shall be held by the Voting Trustees for the purpose and purposes of and in accordance with all of the terms, provisions and conditions of this Agreement, and none of the Shares, or any interest therein, shall be sold or disposed of, pledged or encumbered by the Voting Trustees, expect as provided in this Agreement and in accordance with the Call Option Agreement dated as of the date hereof to which such shares are subject (the “Option”). ARTICLE 2 2.00 VOTING TRUST CERTIFICATES 2.01 The form of voting trust certificates to be issued and delivered by the Voting Trustees pursuant to this Agreement, shall be in the form attached hereto as Schedule “A” with such changes or amendments which are consistent with the terms, provisions and conditions of this Agreement, or as the Voting Trustees and Shareholder may approve in writing from time-to- time. 2.02 The Voting Trustees shall have the authority to appoint and remove from time-to-time, agents or representatives to execute on their behalf, and transfer agents and registers to register the voting trust certificates. 2.03 The voting trust certificates issued pursuant to this Agreement, shall be transferable at the Voting Trustees designated address of ________________________,[PROVIDE FULL ADDRESS] on surrender thereof, by the registered holder in person or by an attorney duly authorized by the Voting Trustees. ARTICLE 3 3.00 POWERS OF VOTING TRUSTEES 3.01 The Voting Trustees shall possess and be entitled to exercise all of the voting rights and voting powers of an absolute owner of the Shares including, but not limited to, the power to vote at meetings for the purposes of electing or removing directors, to authorize amendments to the © Copyright 2013 Docstoc Inc. 3 Company’s Articles of Incorporation/Charter or by-laws, to amalgamate or liquidate or dissolve the Company or to sell all or substantially all of the assets of the Company. ARTICLE 4 4.00 TERM 4.01 The trust hereby created shall terminate upon the earlier of the following: (i) the Voting Trustees ceasing to act as officers of the Company; (ii) the sale of all of the Shares issued to the Voting Trustees in accordance with the terms, provisions and conditions hereof; and (iii) a change of control of the Company 4.02 A "change of control” shall be deemed to have occurred upon the happening of any of the following events: (i) a person or persons other than the Voting Trustees are elected by the Board of Directors to serve as the Company’s principal executive officer; (ii) during any period of twelve (12) consecutive months, any individuals who at the beginning of such period constituted the Board of Directors of the Company cease for any reason whatsoever to constitute a majority of the directors; (iii) within any period of twelve (12) consecutive months, any person or group, who or which was not an affiliate of the Company at the beginning of such period, becomes the beneficial owner of more than fifty (50%) percent of the total voting power of all classes or series of shares of the Company; or (iv) if any merger, consolidation or sale of all or substantially all of the assets or shares of the Company. 4.03 Upon the termination of this Agreement, the Voting Trustees shall deliver the share certificates for the Shares then held by the Collateral Agent to the Shareholder of the share certificates. 4.04 For the term of this Agreement, the Shareholder shall not be permitted to directly or indirectly do any of the following: (i) knowingly sell any of the Shares to any person or group who has publicly indicated the desire or intention to acquire the Company by merger, consolidation or other form of business combination or to acquire any or all or substantially all of the assets of the Company; (ii) knowingly become a member of a group other than with any related person(s) for the purpose of acquiring, holding, disposing or voting of securities of the Company; or (iii) upon the sale of shares in accordance with the terms and conditions hereof, such shares shall cease to be trust shares. © Copyright 2013 Docstoc Inc. 4 ARTICLE 5 5.00 VOTING TRUSTEES’ DUTIES 5.01 When doing any act with respect to the control or management of the Company or its affairs, either in person or by proxy, the Voting Trustees shall act in good faith. The Shareholder hereby waives any conflict of interest that the Voting Trustees may personally have so long as the Voting Trustees have acted in good faith. 5.02 The Voting Trustees shall not be liable for any error of judgment or mistake of law or other mistake, and shall not be held responsible for any act or omission with respect to his/her duties and responsibilities as Voting Trustees, or for any losses that may result therefrom, unless such losses can be proven by clear and convincing evidence to be the result of willful misconduct, gross negligence or bad faith. 5.03 The share certificates for the _________ [PROVIDE NUMBER] ( ) shares of the Company which are issued to the Shareholder and transferred and assigned to the Voting Trustees hereunder shall be endorsed as follows: “The shares represented by this certificate are subject to restrictions imposed by the federal _______________ Act, as amended and applicable state securities laws. The Shares may not be sold or transferred in the absence of registration or an exemption therefrom under such __________ Act and such applicable state securities laws.” [PROVIDE ACT'S NAME] ARTICLE 6 6.00 TRUSTEES’ INDEMNITY 6.01 The Voting Trustees shall be entitled to be indemnified fully against all costs, charges, expenses and other liabilities properly incurred by the Voting Trustees in the exercise of any power conferred upon him/her/them by these presents; and the Shareholder hereby covenants with Voting Trustees that in the event that the Shareholder shall hold harmless and keep indemnified the Voting Trustees from all loss or damage that he/she/they may sustain or be put to by reason of anything he/she/they may lawfully do in the execution of this Agreement. ARTICLE 7 7.00 APPOINTMENT OF SUBSTITUTE TRUSTEES 7.01 In the event that any of the Voting Trustees are unable for any reason to vote the Shares in the trust, but continues to hold the office of either Chief Executive Officer or Chairman of the Board of the Company, such Voting Trustee shall appoint a substitute Voting Trustee and shall provide notice of such substitute appointment to the Shareholder. © Copyright 2013 Docstoc Inc. 5 7.02 Any person so appointed shall thereupon be vested with all the duties, powers and authority of a Voting Trustee hereunder as if originally named herein for the sole purpose of casting a particular vote at the direction of Voting Trustees. ARTICLE 8 8.00 REPORTS OF TRUSTEES 8.01 The Voting Trustees are hereby authorized and directed to prepare and file any and all reports with respect to the Shares of the trust as such reports may be required under provincial, state or federal securities laws. ARTICLE 9 9.00 GENERAL PROVISIONS 9.01 This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein. No amendment to this Agreement or waiver hereof shall be binding on the parties unless in writing and signed by all of the parties hereto. 9.02 Words shall be construed to be of such number and gender as the circumstances require. 9.03 This Agreement shall inure to the benefit of and be legally binding upon the parties hereto and their heirs, executors, administrators, successors, assigns. 9.04 This Agreement shall be construed and enforced in accordance with the laws of the Province/State of ________________. 9.05 This Agreement may be executed in one or more counterparts, each of which so executed shall be deemed to be an original and such counterparts shall, together, constitute and be one and the same document. 9.06 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of any such provision in such jurisdiction in any other respect and of the remaining provisions herein shall not be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ___________________________ ___________________________________ Witness: Shareholder © Copyright 2013 Docstoc Inc. 6 ___________________________ ___________________________________ Witness: Collateral Agent ___________________________ ___________________________________ Witness: Voting Trustee ___________________________ ___________________________________ Witness: Voting Trustee (COMPANY) Per: __________________________________ Name: __________________________ Title: ___________________________ I have authority to bind the Company. © Copyright 2013 Docstoc Inc. 7 SCHEDULE “A” FORM OF SHARE CERTIFICATES © Copyright 2013 Docstoc Inc. 8
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