Information regarding voting trusts can be found at Tex. Bus. Orgs. Code § 6.251. See also section 21.201 regarding registered holders as owners and shares held by nominees.
Voting Trust Certificate
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No. [certificate number] |
[number] Ownership Interests |
This is to certify that [name of owner] (“Holder”) or his assignee has deposited [include if applicable: [a certificate/certificates] representing] [[percent]/[number]] Ownership Interests (“Ownership Interests”) of [name of corporation], a Texas corporation (“Corporation”), and until [date] is entitled to receive payments equal to the amount of $[amount], if any, received by the Trustee[s] on the Ownership Interests represented by this Voting Trust Certificate, less any taxes the Trustee[s] may be required to pay or to withhold on the Ownership Interests and also less a proportionate share of the expenses of the Trustee[s]. The Ownership Interests deposited hereunder are the only class of ownership interests of the Corporation issued and outstanding at this date, and this Voting Trust Certificate represents any and all ownership interests that, on any increase or reclassification of the Ownership Interests, will be issued in lieu of, or in respect of, the Ownership Interests originally deposited, which will have been received by the Trustee[s] by virtue of ownership as Trustee of the Ownership Interests.
On termination of this Voting Trust Certificate, the Holder or assigns will be entitled to receive [include if applicable: [a certificate/certificates] representing] the Ownership Interests deposited under this Voting Trust Certificate. Until the actual delivery to the Holder of the [include if applicable: certificate[s] representing] Ownership Interests, the Trustee[s] will possess and will be entitled to exercise all rights and powers of absolute owners and holders of record of the Ownership Interests deposited hereunder, including, without limitation, the right to vote for every purpose and to consent to or waive any act of the Corporation. The parties expressly stipulate that no voting right, or right to give consents or waivers in respect of the Ownership Interests, passes to the Holder or assigns by or under this Voting Trust Certificate or by or under any agreement, express or implied.
On termination of this Voting Trust Certificate, [include if applicable: [a certificate/certificates] representing] the Ownership Interests will be delivered by the Trustee[s] at the office of the Corporation, in exchange for Voting Trust Certificates in accordance with its provisions or in accordance with the law.
In the event of the dissolution or the complete or partial liquidation of the Corporation, the money and other property received by the Trustee[s] in respect to the Ownership Interests represented by this Voting Trust Certificate will be paid or delivered to the Holder, but only on (1) surrender of this Voting Trust Certificate in case of dissolution or complete liquidation or (2) the presentation of this Voting Trust Certificate for the notation thereon of the distribution in case of a partial liquidation.
This Voting Trust Certificate and the right, title, and interest in and to the Ownership Interests in respect of which this Voting Trust Certificate is issued are transferable on the books of the Trustee[s] by the registered Holder in person or by attorney duly authorized, according to the rules established for that purpose by the Trustee[s] and on surrender hereof, and until so transferred, the Trustee[s] may treat the registered Holder as the owner for all purposes except that no delivery of [include if applicable: any certificate representing] Ownership Interests hereunder will be made without the surrender hereof.
As a condition of making or permitting any transfer or delivery of [include if applicable: any certificate representing] Ownership Interests or any Voting Trust Certificate, the Trustee[s] may require the payment of a sum sufficient to pay or reimburse the Trustee[s] for any tax or other governmental charge due in connection with the transfer and for [include if applicable: a proportionate part of] expenses as Trustee[s].
The Trustee[s] have signed this Voting Trust Certificate on [date].
[Name of trustee], Trustee
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Repeat as necessary. |