Texas Business Organizations Code 21.370 – Enforceability of Proxy
(a) An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if:
(1) the proxy is noted conspicuously on the certificate representing the shares subject to the proxy; or
(2) in the case of uncertificated shares, notation of the proxy is contained in the notice sent under § 3.205 with respect to the shares subject to the proxy.
(b) An irrevocable proxy that is otherwise enforceable is ineffective against a transferee for value without actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against a subsequent transferee, regardless of whether the transfer is for value, unless the proxy is:
(1) noted conspicuously on the certificate representing the shares subject to the proxy; or
(2) in the case of uncertificated shares, notation of the proxy is contained in the notice sent under § 3.205 with respect to the shares subject to the proxy.
Terms Used In Texas Business Organizations Code 21.370
- holder of shares: means :
(A) the person in whose name shares issued by a for-profit corporation, professional corporation, or real estate investment trust are registered in the share transfer records maintained by or on behalf of the for-profit corporation, professional corporation, or real estate investment trust; or
(B) the beneficial owner of shares issued by a for-profit corporation, whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf, to the extent of the rights granted by a nominee statement on file with the for-profit corporation in accordance with Sections Texas Business Organizations Code 1.002 - Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
(c) An irrevocable proxy shall be specifically enforceable against a person who is not a transferee for value from the time the person acquires actual knowledge of the existence of the irrevocable proxy.