This form is a Voting Trust Agreement. The form provides that the shareholder has issued certficates for all common stock which will be placed in the care of the depositary in the name of the voting trustees. The form also provides that the agreement may be executed in several counterparts.
Pennsylvania Voting Trust Agreement which provides that the shareholder has issued certificates in the care of the depositary in the name of the voting trustees
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Multi-State
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US-CC-4-298
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Word;
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FAQ
(1) The term ?security? means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, ...
A shareholder agrees to vote its voting shares generally or in favour of a specific proposal and against any contrary proposal. Voting agreements are commonly used in business combination transactions to assure the purchaser that significant shareholders will vote to approve the subject transaction.
A voting trust is a contract between shareholders in which their shares and voting rights are temporarily transferred to a trustee. A voting agreement is a contract in which shareholders agree to vote a certain way on specific issues without giving up their shares or voting rights.
A voting trust agreement also goes under the name, pooling agreement. Two or more shareholders transfer their shares to a trustee under a voting arrangement. The trustee will then vote for those shares as a group following the agreement's terms or the majority's will.
Voting trusts are often formed by company directors, but sometimes a group of shareholders will form one to exercise some control over the corporation. It can also be used to resolve conflicts of interest, increase shareholders' voting power, or ward off a hostile takeover.
A voting trust is simply a trust of stock which is created when participating stockholders execute a written trust agreement and, pursuant to the agreement, endorse and transfer their stock certificates and the legal title to their shares to a voting trustee.
While the proxy may be a temporary or one-time arrangement, often created for a specific vote, the voting trust is usually more permanent, intended to give a bloc of voters increased power as a group?or indeed, control of the company, which is not necessarily the case with proxy voting.
Voting trust certificates are "securities" as that term is defined by Section 2(1) of the Securities Act of 1933,37 and by many similar provisions under the various state securities laws.