Exhibit 9.1
TERMINATION OF VOTING AGREEMENT
THIS TERMINATION AGREEMENT dated effective October 29, 1999,
evidences the termination of the Voting Agreement dated effective August 8, 1996
(as amended by Amendment No. 1 dated April 23, 1998 and Amendment No. 2 dated
September 1, 1998, hereafter the "Voting Agreement") among the stockholders
(collectively, the "Stockholders") of Carriage Services, Inc., a Delaware
corporation (the "Company"), whose names appear under the caption "Stockholders"
on the signature page to this Termination;
W I T N E S S E T H:
WHEREAS, Section 5.6(c) of the Voting Agreement provides that the
Voting Agreement shall be terminated upon the written approval of Stockholders
holding Stock constituting at least 80% of the votes of all Stock subject
thereto at the time of such termination; and
WHEREAS, the undersigned Stockholders, holding such 80% of the
votes, now desire to terminate the Voting Agreement, as hereafter provided;
NOW, THEREFORE, the undersigned Stockholders agree as follows:
1. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meanings given such terms in the Voting Agreement.
2. TERMINATION. The Stockholders hereby agree that the Voting
Agreement is hereby terminated and of no further force or effect, and that all
rights and interests of the Stockholders thereunder are hereby ended. Without
limiting the generality of the foregoing, from and after the effective date of
this Agreement, the Stockholders shall be free to dispose of and vote their
shares free of any claims or restrictions set forth in the Voting Agreement.
3. RESTRICTIVE LEGENDS. To the extent that any certificates which
represent shares of Stock of the Company registered in the names of any of the
Stockholders which were subject to the Voting Agreement contain restrictive
legends referring to the Voting Agreement, such legends shall be removed, and
any transfer agent for such shares shall be, and hereby is, authorized and
directed to issue new or replacement certificates without such legend.
4. FURTHER ASSURANCES. Each Stockholder agrees to execute and
deliver from time to time after the date hereof such additional instruments as
any other Stockholder may reasonably require more effectively to evidence the
termination of the Voting Agreement intended hereby.
5. BINDING EFFECT. This Termination of the Voting Agreement
shall be binding upon and inure to the benefit of the Stockholders and their
respective successors, heirs and assigns.
6. EFFECTIVENESS. This Termination, which shall be deemed effective
for all
purposes as of the date first above written, shall become effective when signed
by Stockholders holding Stock constituting at least 80% of all Stock subject to
this Agreement on such effective date.
IN WITNESS WHEREOF, the undersigned Stockholders have executed and
delivered this Termination in multiple counterparts effective as of the date
first above written.
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C. Xxxxx Xxxxxx, individually Xxxxxx X. Xxxxx, individually and as
and as General Partner General Partner of the 1996 Xxxxx Family
of the 1996 Xxxxxx Family Partnership, Ltd.
Partnership, Ltd.
WOODLAND PARTNERS
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Xxxx X. Xxxxxx, individually and
as Trustee of the Xxxxxx X. Xxxxx By:_______________________________________
1996 Trust and the Xxxxx X. Xxxxx Xxxxx Xxxxxxxxxx, General Partner
1996 Trust
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Xxxxx X. Xxxxxxxxx, individually Xxxxxxxx Xxxxxx
and as General Partner of
Applewood Associates, L.P. and
Longboat Key Associates
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Xxxxx Xxxxxx Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxx Xxxx Xxxxxx
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