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Exhibit
10.31
VOTING TRUST
AGREEMENT
THIS VOTING TRUST
AGREEMENT (the “Agreement”) is made and entered
into as of the
day of
, 200 , between
(the “Shareholder”), etrials.com, Inc. (formerly
PharmaCentric Technologies, Inc.), a Delaware corporation (the
“Company”) and
(the “Trustee”). For all purposes of this Agreement,
any holder of the capital stock of the Company who at any time
executes a counterpart of this Agreement shall be deemed to be a
Shareholder hereunder beginning on and after the date such holder
executes this Agreement or a joinder agreement, in a form
satisfactory to the Company.
Background
Statement
The Shareholder is the owner
and holder of the number shares of the Company (the
“Shares”) set forth opposite his/her respective name
and signature below. The Company is entering, has entered, and/or
will enter into other Voting Trust Agreements with certain other
holders of its securities. The Company, the Shareholder and other
shareholders desire to provide for orderly government of the
Company.
Statement of
Agreement
1. NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants
and agreements herein contained and the transactions contemplated
hereby and thereby, the parties hereby covenant and agree as
follows:
2. Transfer . The
Shareholder hereby assigns to the Trustee the Shares, to be held by
the Trustee under the terms and conditions of this Agreement. The
Shareholder hereby authorizes and directs the Company to transfer
the Shares to the Trustee on the books of the Company. The Company
will issue to the Trustee, as trustee, a new certificate
representing the Shares and the parties hereby agree to execute and
deliver such documents as the Company may reasonably request to
effectuate such transaction. The parties hereto acknowledge that
the voting trust hereby created shall apply during its term to all
securities of the Company (or any successor company) received by
Shareholder (or any transferee of the Shares), whether by dividend,
stock split, merger, share exchange, liquidation or otherwise. The
parties further agree that any cash or other property (other than
securities of the Company or Successor Company) received in any
such exchange or otherwise for the Shares shall be distributed by
the Trustee to the Shareholder.
3. Voting Trust
Certificates . The Trustee will issue to Shareholder a Voting
Trust Certificate evidencing their beneficial ownership of the
Shares held by the Trustee.
1
4. Transfer of Voting
Trust Certificates . The Shareholder may not transfer his/her
Voting Trust Certificates, their interest in the voting trust
hereby created or the Shares without the prior written consent of
the Trustee. Consent to transfer of Voting Trust Certificates shall
not be withheld if the transferee executes and delivers to the
Trustee agreements in form and substance reasonably acceptable to
the Trustee, whereby the transferee agrees to be bound by this
Agreement. To the extent permitted hereunder, any such transfer of
Voting Trust Certificates and any subsequent transfers shall be
made only on the books of the Trustee by the record holder thereof
or by his legal representative, who shall furnish the Trustee with
proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed
with the Trustee, and on surrender for cancellation of the Voting
Trust Certificate.
5. Term . This
Agreement will t
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