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Shareholder Voting Agreement template
Shareholder Voting Agreement sample

What is Shareholder Voting Agreement?

Shareholder Voting Agreement A Shareholder Voting Agreement regulates voting rights and decisions of shareholders, specifying voting procedures, rights restrictions, and dispute resolution mechanisms.

Sample template:


This Shareholder Voting Agreement (the "Agreement") is made and entered into as of [Date], by and among the shareholders of Crestwood Enterprises Inc., a corporation duly organized and existing under the laws of the United States (the "Company"), listed on Schedule A attached hereto (each a "Shareholder" and collectively, the "Shareholders").


This Agreement is entered into for the purpose of regulating the voting rights and decisions among the Shareholders with respect to their respective shares of the Company's voting securities, ensuring that the Shareholders vote in a consistent and coordinated manner, and defining the procedures and restrictions on voting rights.


2.1. General Voting Procedures

All matters requiring the vote of the Shareholders shall be brought to their attention through a written notice at least 14 days before the scheduled meeting date or, where applicable, the record date for the vote. Each Shareholder shall be entitled to one vote for each share held.

2.2. Proxy Voting

Any Shareholder may appoint a proxy to vote on their behalf by delivering a written, dated, and signed proxy form to the Company. The executed proxy form must be received by the Company no later than 48 hours before the meeting date where the Shareholder intends the proxy to vote. The appointed proxy must be another Shareholder or a legally authorized representative.

2.3. Voting in Writing

Any Shareholder may choose to vote in writing instead of attending the meeting in person or by proxy. Such written votes must be delivered to the Company in a sealed envelope marked "Shareholder Vote" and must be received no later than 48 hours prior to the meeting date.


3.1. Rights to Vote

Each Shareholder is entitled to exercise voting rights in accordance with this Agreement, applicable United States laws, and the Company's bylaws.

3.2. Restrictions on Voting Rights

No Shareholder shall vote, or permit or cause the voting of, any shares in a manner inconsistent with this Agreement.

3.3. Voting Decisions

The Shareholders agree to act unanimously in voting on the following matters:

a) Amendments to the Company's articles of incorporation or bylaws;
b) Issuance of additional shares of the Company;
c) A merger, consolidation, acquisition or reorganization of the Company;
d) The sale of all or substantially all of the Company's assets; and
e) The dissolution or liquidation of the Company.

For any other matters requiring Shareholders vote, a simple majority shall be sufficient, unless otherwise required by United States law, the Company's articles of incorporation, or bylaws.


4.1. Term

This Agreement shall begin on the date first above written and shall continue in full force and effect until terminated in accordance with this Section.

4.2. Termination Events

This Agreement may be terminated upon the occurrence of any of the following events:

a) The written consent of all Shareholders;
b) The sale of all or substantially all of the Company's assets;
c) The dissolution or liquidation of the Company; or
d) A court order in a legal proceeding involving the Company or a Shareholder finding that this Agreement is unenforceable or invalid under United States law.


5.1. Mediation

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve such dispute through mediation. The mediation shall be conducted under the rules of the American Arbitration Association, before a single mediator, mutually agreed upon by the parties.

5.2. Arbitration

If the mediation does not resolve the dispute within thirty (30) days, the parties agree to submit the dispute to binding arbitration pursuant to the rules of the American Arbitration Association. The arbitration shall be conducted before a panel of three arbitrators, with each party selecting one arbitrator and the third being chosen by mutual agreement or, if the parties cannot agree, in accordance with the American Arbitration Association's rules. The arbitration shall be held in the United States, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.


6.1. Governing Law

This Agreement shall be governed by and construed in accordance with United States law.

6.2. Binding Agreement

All provisions of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Furthermore, the parties agree that this Agreement shall be binding upon any new Shareholders who acquire shares in the Company, whether through purchase, transfer, or otherwise.

6.3. Amendments

This Agreement may be amended only by an instrument in writing signed by all the Shareholders.

6.4. Entire Agreement

This Agreement represents the entire understanding and agreement between the Shareholders with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

IN WITNESS WHEREOF, the Shareholders have executed this Agreement as of the date first above written.

[Name of Shareholder 1]

[Name of Shareholder 2]


[Name of Shareholder N]

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Sections of a Shareholder Voting Agreement

In this Shareholder Voting Agreement, you will see the following sections:

  1. Purpose and Scope of Agreement
  2. Voting Procedures
  3. Rights and Restrictions
  4. Term and Termination
  5. Dispute Resolution
  6. Miscellaneous

Summary of the sections:

  1. Purpose and Scope of Agreement : This section explains the reason for the agreement, which is to regulate how shareholders vote on company matters and ensure they vote in a consistent and coordinated manner. It also outlines the procedures and restrictions on voting rights.

  2. Voting Procedures : This section details the general voting procedures, including how shareholders will be notified of matters requiring a vote, the use of proxies, and the option to vote in writing. It ensures that all shareholders have a fair opportunity to participate in voting decisions.

  3. Rights and Restrictions : This section outlines the rights of shareholders to vote according to the agreement, applicable laws, and the company's bylaws. It also lists restrictions on voting rights and specifies which matters require unanimous agreement or a simple majority vote.

  4. Term and Termination : This section explains the duration of the agreement and the events that can lead to its termination, such as the consent of all shareholders, the sale of the company's assets, or a court order declaring the agreement unenforceable.

  5. Dispute Resolution : This section describes the process for resolving disputes related to the agreement, starting with mediation and moving to binding arbitration if mediation is unsuccessful. It specifies the rules and procedures for both mediation and arbitration.

  6. Miscellaneous : This section covers various additional topics, such as the governing law, the binding nature of the agreement, the process for amending the agreement, and the fact that this agreement represents the entire understanding between the shareholders on the subject matter.

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