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.
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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 deli