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WHEREAS, _________________________ referred to hereafter as SHAREHOLDERS, are the owners of a total of ______ shares of ______ stock of __________________________. And they desire to agree to certain actions to be taken to protect the value of their holdings, IT IS AGREED:
That ___________, whose address is ______________________________, a charter signatory to this agreement, shall act as the SECRETARY of this agreement.
All future purchases of the same class stock by the signatories to this agreement shall also subject the newly purchased shares to this agreement. The SECRETARY of this agreement shall be notified of any future purchases of shares.
In the event that the CORPORATION shall reorganize or recapitalize, then the agreement shall continue into force with the security or securities issued in lieu of this class being subject to the agreement.
If any SHAREHOLDER transfers his shares, the SHAREHOLDER shall be required to have the transferee execute this agreement. All shares subject to this agreement shall be conspicuously endorsed with the following legend:
“These shares are subject to restrictions contained in a shareholders agreement dated ________________________________. A copy may be obtained from ___________________, whose address is _______________________________________________________.”
All signatories to this agreement shall notify the SECRETARY of any transfer, and provide a full copy of the documents of transfer to the SECRETARY.
All shares subject to this agreement shall be voted for the following candidates for the offices stated:
_____________________________________________________________
_____________________________________________________________
In the event that the individuals set forth above are unwilling or incapable of serving, then a vote of the shareholders shall be taken for new candidates, all of whom shall be signatories to this agreement, then holding stock in the CORPORATION. A ______________ ________ vote shall be necessary with votes being counted by _____ vote per share owned on voting date by the party voting.
In the event of failure to obtain a majority, a run off will be held among the top two finishers.
In the event that no signatory is willing or eligible to serve, and all signatories decline to run, a non-signatory may be nominated, and elected by a simple majority with votes being counted by ___ vote per share owned on voting date by the party voting.
The parties hereto agree that they shall not sell any of the shares covered by this agreement unless it is at a minimum price of $______(_______&___/100 dollars) per share. In the event of a recapitalization, the price shall be adjusted so that equivalent units of stock are subject to the same minimum price as stated above.
In the event that any shareholder desires to sell any part of their holdings to an individual not a signatory to this agreement, they shall obtain such bona fide offers as they may desire, and report the offers in writing to the SECRETARY, and shall mark the offer which they desire to accept. The SECRETARY shall then notify all of the signatories of the proposed offer, and any signatory shall be entitled to a right of first refusal to purchase the shares on the same terms as the accepted offer within _______. In the event that more than one signatory is desirous of purchasing the shares shall be sold pro-rata to each shareholder desiring to purchase the same.
The signatories shall all vote against that certain merger or asset purchase subject to the approval of shareholders proposed by ____________________ and any additional offers made by _______________.
This agreement shall be binding upon the successors of the signatories.
Dated: ____________________________________
___________________________________________________
Signed by all shareholders
_______________________ _________________________ _____________________
Shareholders AgreementReview List
This review list is provided to inform you about this document in question and assist you in its preparation. This is a reasonably straightforward shareholders agreement that can be modified to your purposes. Be sure each shareholder signs a copy and you have it for your corporate records.
1. Make multiple copies. Keep one in each shareholders file.
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What are the differences between formal and informal shareholders agreement?
what is formal and informal shareholders agreement
Does a partnership have shareholders?
Generally, no. The partners would hold 'equal shares', however, some other split may be agreed upon which would be in the Partnership Agreement.
What is the maximum number of stockholder in a corporation?
In theory, it is unlimited. The Shareholders' Agreement will state if there is a limit to the number of common (or other) shares that can be issued, but oftentimes, a corporation will be permitted to issue an unlimited number. At any given time, you can have as many shareholders as the quantity of stock issued (1 share per person).
Why is share of common stock an asset for its owner and liability for corporation?
A single share is a part of capital of the company so if anybody purchase the share of company that person is investing in the share capital of company and providing the company necessary money to operate that's why it is the investment of the owner of share which is called then the shareholder of company and that shares becomes the asset of the shareholders and while company is acquiring capital in the shape of shares that's why it is the liability of the corporation to pay back that amount of money back to the shareholders at certain time or at liquidation as written in the agreement to raise the capital through share issue.
The agreement between the Trustees and the AMC is known as?
Investment management agreement
What are the differences between formal and informal shareholders agreement?
what is formal and informal shareholders agreement
What are the key legal documents every startup should have?
Employment Agreement Ip Assignment Shareholders Agreement
What is the Legal effects of shareholders agreement after the company is to be registered?
http://wiki.answers.com/Q/What_is_the_Legal_effects_of_shareholders_agreement_after_the_company_is_to_be_registered"
What are the risks of being a stockholder?
10 common risks associated with shareholders agreements.1. Failing to have a Shareholders AgreementWhether a person or entity is becoming a shareholder in a new company or an existing company, they should be mindful to check whether there is a shareholders agreement.In the absence of a shareholders agreement, shareholders will need to rely solely on the company’s constitution to set out all of the administrative processes – if the constitution has been prepared in a mostly pro-forma or standard form, it is unlikely that it will provide all that is needed.2. New ShareholdersIt is important to ensure that a company’s constitution or a shareholders agreement provides that any new shareholder entering into an existing company is obliged to enter into and be bound by the terms of the shareholders agreement.There is more than one way that this can be done. The constitution can provide that the company only registers a transfer of shares if a deed of accession has been signed by the incoming shareholder and provided to the company.3. Restrictions on Company’s PowersThe terms of a shareholders agreement cannot act to limit the corporate powers of a company under the Corporations Act 2001 (Cth) (Act). If a term within a shareholders agreement is deemed to limit such powers, then it is likely to be void.Anyone involved in the preparation of a shareholders agreement should be mindful of the powers given to a company under the Act when completing a shareholders agreement.4. Restraint of TradeIt is common with small to medium sized companies, where the shareholders also hold director or employee positions, that restrictions are included within the shareholders agreement on the types of activities and work that the shareholders can complete, to limit the risk of any shareholder undertaking activities that compete with the company – this can be both whilst the person remains a shareholder and for a period after they cease to be a shareholder.Without the inclusion of this type of clause, there is a risk of dispute particularly when a person ceases to be a shareholder and seeks to start or work in a competing business. Any clause restraining a person’s activities needs to be carefully drafted to ensure that the correct entities are restrained, and so that the clause is enforceable if needed.5. Management Decisions and Shareholder ObligationsDepending on the type, size and nature of the company the shareholders may wish to retain a level of control and involvement in the management and operation of the company.Shareholder involvement in the company’s management is unlikely to be addressed in a standard constitution, so if this is a specific concern of a particular shareholder or group of shareholders, it needs to be set out in a shareholders agreement.There are different ways of addressing this issue within a shareholders agreement, none of which are standard and will depend on the nature of the company’s business and the expectations of the shareholders.6. FinancialsIf any shareholder or prospective shareholder wants to have control over certain financial decisions or be provided with business plans or other financial projections at any time, a standard constitution would not generally include this right. A shareholders agreement can be used to state which decisions need to be referred to the shareholders, eg for decisions with a liability or cost in excess of a set amount.If the shareholders want these types of rights in relation to decisions, but a shareholders agreement has not been entered into or has not been drafted specifically to cover off on this type of concern, then the company could make decisions that are not in line with the intentions of the shareholders.7. CapitalThere is more than one circumstance in which capital investment becomes a consideration for a company.Where there is a start-up company, it will usually seek initial funding, which is generally as cash in exchange for the issue of shares. However, it is important to remember that not all shareholders provide cash as consideration for shares.8. Issuing or Transferring SharesA company’s constitution often details the process for issuing or transferring shares. Depending on the provisions included in the constitution together with the circumstances of the shareholders involved, it may be that the process needs to be further set out, or additional circumstances may need to be provided for in a shareholders agreement.9. Dispute Resolution:One of the main advantages of a shareholders agreement is to include a process to resolve a deadlock or dispute between shareholders.10. Consistency with Constitution:It is important that any shareholders agreement is drafted with careful consideration of the matters that are addressed within the company’s constitution, so that the two documents governing the company’s affairs and the relationship between the shareholders are not inconsistent with each other.
Does a partnership have shareholders?
Generally, no. The partners would hold 'equal shares', however, some other split may be agreed upon which would be in the Partnership Agreement.
Shareholder, New--Assumption Agreement?
Shareholder, New-Assumption Agreement(Download)To: Corporation ("Corporation") and Shareholders: All Shareholders Bound by Shareholders Agreement ("Parties")Subject: Shareholders' Agreement ("Shareholders' Agreement"); adoption by prospective new transfereePursuant to the terms of the Shareholders' Agreement, no transfer of any of the shares of the Corporation can be made except under certain prescribed circumstances and unless the transferee of such shares first enters into this Assumption Agreement.In that regard, _______________________(Selling Shareholder and “Transferor”), a Shareholder proposes transferring ___ shares to a new Shareholder, ______________ (Buying Shareholder and “Transferee”).The Transferee has agreed to observe and to be bound by the terms of the Shareholders' Agreement so that its provisions will govern the rights and obligations among the Parties and the parties hereto regarding the organization and affairs of the Corporation and the sale of shares of the Corporation under certain circumstances and the Transferor has agreed to guarantee the due performance by the Transferee of all obligations imposed on the Transferor or Transferee pursuant to the Shareholders' Agreement and to remain liable as principal debtor in respect of all such obligations.Therefore for good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, the undersigned, intending to be legally bound hereby, hereby agrees as follows:I. The Transferee acknowledges that the foregoing recitals are true and correct and acknowledges having received and reviewed a copy of the Shareholders' Agreement.2. The Transferee agrees to be bound by the terms of the Shareholders' Agreement in the same manner as if the Transferee had been an original party thereto and to the same extent as the Transferor.3. The Transferee represents and warrants that the Transferee is purchasing the Shares as principal, for its own account and not as agent, trustee or representative for any other person, unless otherwise stipulated in this Agreement.4. All notices, requests, demands or other communications (collectively, "Notices") by the terms of the Shareholders' Agreement required or permitted to be given by one party to any other shall be given to the Transferee in accordance with the terms of the Shareholders' Agreement, at:Name of New Shareholder: ________________________________________.Legal Address of New Shareholder: _________________________________.5. Unless specifically defined herein or unless the context otherwise requires, terms used herein which are defined in the Shareholders' Agreement shall have the meanings ascribed to such terms in the Shareholders' Agreement.6. This Agreement shall be governed by and construed in accordance with the laws of the State of __________________ applicable therein and shall be binding upon the undersigned and their heirs, executors, administrators, successors, permitted assigns and legal representatives.7. No Waiver.The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.8. Entirety of Agreement.The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.9. Governing Law.This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.10. Headings in this AgreementThe headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.11. Severability.If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.In Witness whereof, the parties have executed this Agreement as of the date first written above._________________________ _______________________Transferor Transferee_________________________ _______________________Secretary of Corporation Acknowledgment of Receipt DateThe Board of Directors approve the above Agreement and ratifies it with their signatures below and authorize the transfer of shares under the terms and conditions of this Agreement._________________________ ______________________ ________________Each Board Member Must Sign Name Name__________________DateShareholder, New-Assumption AgreementReview ListThis review list is provided to inform you about the document in question and assist you in its preparation. The above Shareholder Assumption Agreement permitting transfer of shares in your corporation incorporates three elements into the one document for simpler tracking purposes: the Assumption Agreement itself; Board approval and ratification; and notification by the Corporate Secretary of receipt of both.1. Be sure all parties sign the agreement with multiple originals for the old shareholder, the new shareholder, Board records, corporate minute book records, and a record for the file of the new shareholder held at the company.2. You must vigilantly protect your original Shareholder Agreement if you desire to keep it in full force and effect. If you make an exception, you open the door for future challenges.3. Prompt record keeping in this regard will prevent costly attempts to reconstruct it at a later date, usually when needed in a hurry, and many of the principals have ceased being active participants in the company, and may, in fact, be estranged from the firm and unwilling to assist you in cleaning up back records. So, for all of the above reasons, do this in a timely manner.4. A practical suggestion is to gather all documents requiring Board signature and make them available at the next physical Board meeting. This simplifies the signature process and incorporates the documents into the minutes of the meeting, always a good thing for record preservation.
What is the maximum number of stockholder in a corporation?
In theory, it is unlimited. The Shareholders' Agreement will state if there is a limit to the number of common (or other) shares that can be issued, but oftentimes, a corporation will be permitted to issue an unlimited number. At any given time, you can have as many shareholders as the quantity of stock issued (1 share per person).
What rhymes with vehement?
2 syllables: bement 3 syllables: agreement 4 syllables: case agreement, disagreement, in agreement, sales agreement 5 syllables: gender agreement, labor agreement, merger agreement, number agreement, person agreement, purchase agreement, working agreement, written agreement 6 syllables: collective agreement, employment agreement, general agreement, gentlemen's agreement, licensing agreement 7 syllables: acquisition agreement, articles of agreement, distribution agreement
How do you certify a letter of agreement between two people?
By having the agreement notarized.By having the agreement notarized.By having the agreement notarized.By having the agreement notarized.
What is the gentleman agreement?
A gentleman's agreement is an agreement which is made on each person's word of honor. It is not a legal agreement, but a verbal agreement which can be enforceable in a court of law.
What is Gentleman Agreement?
A gentleman's agreement is an agreement which is made on each person's word of honor. It is not a legal agreement, but a verbal agreement which can be enforceable in a court of law.
What does assent?
agreement agreement
