This voting trust agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our voting trust agreement template:
VOTING TRUST AGREEMENT This Voting Trust Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "Employee"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Trustee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS the authorized capital of [COMPANY NAME] ("Employee") consists of an unlimited number of Class A common shares and Class B special common shares; WHEREAS Employee has offered to its shareholders of record as at [EFFECTIVE DATE] as well as to its employees, directors and officers the right to subscribe for certain numbers of Class A common shares in the capital stock of Employee at a subscription price of [AMOUNT] per share; WHEREAS the Employees of Employee (the "Employee") have subscribed for, in the aggregate, [NUMBER] Class A common shares in the capital stock of Employee (the " Employee Shares"); WHEREAS each of the Employee believes it to be in the best interests of Employee that, insofar as he has indicated his desire to subscribe for and purchase Class A common shares of Employee under the said rights offering, the Trustee exercise all the voting rights attached to his shares in respect of the matters set forth herein, subject to the conditions and terms set out herein below; NOW THEREFORE AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OF OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY WHEREOF IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER AS FOLLOWS: TRANSFER OF SHARES TO TRUSTEE Transfer of Shares The Employee hereby agrees that upon his subscription for and purchase of Class A common shares of Employee, he shall transfer and assign to the Trustee the aggregate number of shares in the capital stock of Employee beneficially owned by him and shall deliver to the Trustee share certificates representing such shares, duly endorsed for transfer in favor of the Trustee. The Employee shall cause the Trustee to be recorded on the books and records of Employee as the registered holder thereof and shall cause Employee to issue to and deliver to the Trustee a share certificate or certificates in the name of the Trustee, representing the shares so transferred. Issue of Voting Trust Certificates Upon receipt by the Trustee of the share certificate or certificates representing the shares of Employee beneficially owned by the Employee, the Trustee shall issue to the Employee [NUMBER] or more voting trust certificates representing the number of shares of Employee transferred and delivered by such shareholder to the Trustee, which voting trust certificates shall be substantially in the form annexed hereto as Schedule [SPECIFY]. Register of Voting Trust Holders The Trustee shall maintain a register of the holders of voting trust certificates (a "Voting Trust Certificate Holder") and a register of the transfer of voting trust certificates. The registered holder of a voting trust certificate shall be deemed for all purposes to be the owner thereof notwithstanding any notice to the contrary. Voting trust certificates shall not be transferable except as provided in the Amended and Restated Shareholders Agreement relating to Employee entered into as of [DATE] (the "Shareholders Agreement"). Subject to the Shareholders Agreement, voting trust certificates shall be transferable, in accordance with their terms, upon surrender to the Trustee by the registered holder thereof of the voting trust certificates duly endorsed by the registered holder. Upon receipt of such voting trust certificate, duly endorsed, the Trustee shall issue and deliver to the transferee thereof, a new voting trust certificate, registered in the name of the transferee. Each transferee of a voting trust certificate by his acceptance thereof, shall be deemed to be a party hereto and shall be embraced within the meaning of the terms "Voting Trust Certificate Holder" and "Voting Trust Certificate Holders" whenever used herein. The Trustee shall be entitled to rely on an opinion of his counsel in order to determine whether the Shareholders Agreement has been complied with, as provided in Section [NUMBER] hereof. Additional Shares In the event that a Employee or purchases or otherwise acquires any such additional shares, he shall forthwith transfer the aggregate number of all such shares to the Trustee and the provisions of sections 1.1 and 1.2 hereof shall apply mutantis mutandis to such transfer, purchase or acquisition. The Trustee shall hold all such additional shares subject to the terms of this Agreement in like manner and to the same effect as if the same had been originally transferred and delivered to him. RIGHTS AND DUTIES OF TRUSTEE Voting and Shareholder's Rights During the continuance of this Agreement and subject to the terms hereof, the Trustee shall, as to all shares of Employee held in trust pursuant to the terms hereof, possess and be exclusively entitled in his sole discretion to exercise all shareholder's rights of every kind and nature in connection with such shares, including, without limiting the generality of the foregoing, the right to receive all notices of and to attend at all meetings of the shareholders of Employee and to vote in person or by proxy thereat. No Voting by Voting Trust Certificate Holder A Voting Trust Certificate Holder shall not have any right, with respect to any shares held by the Trustee, to vote or take part in or consent to any corporate or shareholders' action of Employee. Acceptance of Trustee The Trustee accepts the trusts hereunder and agrees to carry out and discharge the same as herein provided unless and until he is discharged therefrom. The Trustee may act on the opinion or advice of his legal counsel or other chosen experts and shall not be responsible for any loss occasioned by so acting and shall incur no liability or responsibility for deciding in good faith not to act upon any such opinion or advice. The Trustee may pay such experts a reasonable remuneration for such opinion and advice. Indemnification of Trustee The Trustee assumes no responsibility as such in connection with the management of the business and affairs of Employee by its directors or officers or in connection with any action taken by the directors or officers of Employee. In addition, the parties hereto agree that the Trustee shall not incur any liability or responsibility by reason of any error or mistake of any kind or arising out of any matter or thing whatsoever done or omitted to be done under or in relation to this agreement, save and except for his own willful neglect and default. The Voting Trust Certificate Holder shall indemnify the Trustee against all costs, charges, expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Trustee in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been Trustee, if the Trustee acted honestly and in good faith with a view to the best interests of the Voting Trust Certificate Holder, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable ground for believing that his conduct was lawful.
