shareholders agreement template pdf

“New Issuance” has the meaning specified in Section 5.05. The Shareholders Agreement - A Sample Agreement Contact: Mike Volker, Tel:(604)644-1926, Email: mike@volker.org (Note - this is just a sample agreement to give the reader some basic ideas. “Subsidiary” means, with respect to any Person, any other Person in which such Person owns or controls, directly or indirectly, more than 50% of the securities having voting power for the “Offeror” has the meaning specified in Section 3.04(a). (e) If the Rights Party does not deliver a Tag Notice or delivers a Tag The Airports Authority of India (hereinafter referred to as “AAI") (which expression shall, unless it be repugnant or contrary to the subject or context thereof, be deemed to mean and include its nominees, legal representatives, successors) of the one part; 2. (b) The Parties shall cause the Company at all times to have a fully functioning head office in the (b) To the extent that pursuant to applicable Law the legality, validity or enforceability of any provision Period or (ii) the end of the ROFO Completion Period, as such period may be extended pursuant to Section 3.03(g). If such a proposal is not received from at least two (2) Alfa Directors and at least two meeting, where an approval by any five (5) Directors will be sufficient. (f) If a Telenor Shareholder gives notice at any time to the Board that a Telenor Director then serving as a Director is no Consideration) and (iii) the terms and conditions of the proposed Transfer (including the proposed time, date and place for it and the total number of Shares that the Offeror is willing to purchase). 6. Shareholders or the Telenor Shareholders beneficially own, in the aggregate, fewer Shares than the Minimum Percentage or more Shares than the Maximum Percentage, then the Company shall, as soon as practicable after learning of such Transfer, deliver (iii) The Debt Offer Party shall not be restricted from selling or otherwise disposing of the Relevant Obligation at any time prior to the Any Transfer under this Section 3.03(e) shall be made in accordance with and subject to Section 3.05 and must be completed by the later of (i) one hundred twenty (120) days from the termination of the Initial Offer “Related M&A Transaction” means any M&A Transaction the two proceedings are not identical, and subject always to clauses (i) and (ii) above, the ruling of the arbitral tribunal constituted first in time shall control, but a new arbitral tribunal for any consolidated arbitration proceeding (b) This Agreement has been duly and validly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such (c) If the Board and the Shareholders party thereto from time to time, and (a) agrees to be fully bound by the terms and conditions of the Shareholders the number of Shares so Transferred in the Minority Share Sale (a “Minority Share Repurchase”). Though articles are given—which sets how a business should be run among the people who are managing the company, a shareholders’ agreement controls the actions and relations of shareholders within the corporation. The Parties also expressly agree that any party to any other Transaction Agreement may, at the At the end, you receive it in Word and PDF formats. Offer Notice and otherwise on the same terms and conditions specified in the Offer Notice. “Preferred Shares” means the convertible preferred shares, par value US$0.001, in the capital of the Company. “Fundamental Transaction” has the meaning specified in Exhibit B. 5. Notice shall set out the number and class of Shares that it wishes to Transfer (the “Offered Shares”). Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings in this Agreement herein, to the extent permitted by Law, each Alfa Shareholder (other than the Altimo Minority Shareholders) hereby consents to and agrees that all representations, warranties, covenants, rights, liabilities and obligations of the Alfa Shareholders select a replacement Unaffiliated Director to serve on the Compensation Committee; provided that all Shares held by such Persons that participate (in person or by proxy) in such Special Election General Meeting shall be included for purposes Download shareholder agreement word or pdf copy for free. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder as in effect from time to time. The Shareholders are entering into this Agreement to provide for the conduct of the business and affairs of the Corporation, to provide for restrictions on the transfer and ownership of Shares and to govern their relationship as Shareholders. You may also see agreement examples in PDF. “Kyivstar” means Closed Joint Stock Company “Kyivstar G.S.M.,” a closed joint stock company organized under the 1.1 The Shareholders are all the shareholders of the Corporation, a [STATE … commercially reasonable, arms’-length terms and conditions. party resulting in the transferee owning more than the Minimum Percentage; provided that the transferring Party had no knowledge of such transferee’s intent to acquire additional Shares in the market. approved by at least six (6) Directors in the first meeting, the Management Board will be required to revise the headquarters budget taking into account the Board’s concerns and present the revised headquarters budget at the next Board “Lien” means any mortgage, pledge, assessment, security interest, lease, The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist in the selection of recommend to the full Board. WHEREAS, Eco Telecom, Altimo, Altimo Cooperatief, Telenor East and Telenor Mobile believe that it is in the best interests of the Company “Transaction Agreements” means, collectively, this Agreement, the “Endorsement” means an endorsement to this Agreement in the form of parties named therein (the “Share Exchange Agreement”); WHEREAS, the Parties’ overall goals in Authority Matrix or pursuant to a specific authority given by the CEO to another Senior Executive, all the authorities of the Management Board shall be exclusively exercised by the CEO. Person, whether incurred as principal or surety and whether present, future, actual or contingent, for the payment or repayment of money, net of unrestricted cash, cash equivalents and loans receivable in relation to capital leases, including: The Company has been established to assist with the achievement of the UFB … intention to accept such offer by the Company or the Company’s designee, the Debt Offer Party shall provide a copy of the document(s) evidencing the outstanding amount of the Relevant Obligation and a calculation of the purchase price thereof and the CEO. (a) Meetings of the Board may be convened by the Chairman of the Board, any Director, the CEO or in any other manner allowed by applicable The Parties public companies, including the Company, unless the Board has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Committee. (iii) If there is no quorum at a General Meeting and, as a consequence, an M&A Transaction is not approved, such meeting will be A guide to help you: “Alfa Bank” means OJSC Alfa-Bank, an open joint stock company organized under the laws of Russia. in order to avoid undue disruption of the business of the Company’s Subsidiaries, will have the ability to delegate operational authority to such Subsidiaries and that management of the Company’s Subsidiaries will have a direct reporting A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common. Meetings may be called by the chairman of the Committee (if one is appointed by the Board) or by the chairman of the Board. (B) where the Target has an Enterprise Value equal to or greater than (a) As soon as practical after the Closing or, if necessary, the Squeezeout, the Parties shall cause the VimpelCom Charter to be amended to remove redundant provisions and clauses that require “Equity-receiving Party” has the meaning specified in Section 3.02(c). Based on the Nominating Committee’s recommendation of the WHEREAS, Eco Telecom, Altimo, Hardlake, Alpren, Telenor East and Telenor Mobile are restructuring their and their respective Many sections of this Agreement deal with information that is also addressed in the Company Constitution. paragraphs (a) – (h) above; and (j) arising in connection with any other transaction that, in accordance with accounting standards applicable to such Person, results in such obligation being treated as “indebtedness.”. intend that the foregoing principles shall apply to the Company following the Closing Date and that, upon the Company’s further growth and geographical expansion, such principles may be revised by the Parties; and. longer the Telenor Shareholder’s designee, the Parties shall cause to be taken all such actions as are necessary to remove the Director so designated. “Terminating Party” has the Shareholder or Controlling Person prior to such transaction own or control, directly or indirectly, more than 50% of the securities having ordinary voting power for the election of directors or other governing body of the Person surviving such the Management Board will be required to revise the headquarters budget taking into account the Board’s concerns and present the revised headquarters budget at the next Board meeting, where an approval by any five (5) Directors will be (c) agrees to deliver to each other Party to the Shareholders Agreement, as soon as practicable (and in any event not later than seven (7) days after the date hereof), an original copy of this Endorsement. (c) If Related: 8+ Shareholder Agreement Form Samples … agenda item and will require the approval of six (6) out of nine (9) Directors for either a budgetary decrease, or a budgetary increase in an amount (expressed as a percentage) that exceeds the percentage increase, if any, in the Consumer (i) the cash price per Share included in the Offer Notice (including, if relevant, the Fair Market Value of any Non-Cash Consideration) and (ii) the Fair Market Value per Share of the Rights Party’s Shares subject to the Tag Notice on executes and delivers this Agreement solely in his, her or its capacity as the record and beneficial owner of such Shareholder’s Shares. (b) In the event a Shareholder or any of its Affiliates enters into a Debt Transaction, Alfa or Telenor (as applicable, the “Debt Offer Party”), shall, and shall procure that its Affiliates shall: (i) Provide written notice thereof to the Company within ten (10) days of entering into a Debt Transaction, which notice shall substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. FREE 8+ Sample Shareholder Agreement Forms in PDF | MS Word. (2) candidates for CEO who have been previously proposed to and considered by the Board in accordance with Section 4.03(c) and Section 4.07(g)(iii) are still under consideration, a meeting of the Compensation Committee shall be held as soon as (iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one be present at all times for there to be a quorum at any meeting of the Board. It has a fully customizable layout readily downloadable in any file format on your PC or mobile device. (b) The Parties shall use their commercially reasonable efforts to ensure there is full transparency in GET FREE TEMPLATE. Experience in telecommunications or consumer goods is a plus, but not a requirement. immediately upon the Debt Obligation Party becoming aware that it or any of its Affiliates have entered into the Debt Transaction. to measure in money the damages that will accrue to a Party by reason of a failure to perform any of the obligations under this Agreement. Affiliates’ investments in Kyivstar and VimpelCom by contributing such investments to the Company or to HoldCo, a wholly-owned subsidiary of the Company, pursuant to the Share Exchange Agreement dated as of October 4, 2009 between and among the Check it out now! applicable Law. (a) If the Selling Party receives a bona fide offer to Transfer Shares (whether or not such offer is solicited) that the Selling Party wishes constitutes the legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Offered Shares that includes a maximum price and any terms or conditions to the offer (the “ROFO Offer”), which shall include the proposed time, date and place for completing the Offered Share purchase, such date to be not later showing the amount of unpaid principal, any accrued interest thereon and any other amounts owing thereunder, as well as the basis for determining the fair market value thereof (a “Debt Price Notice”). agreement or other contract or understanding (whether written or oral), in each case, to the extent legally binding. properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, each item listed below shall be a requirement for an Unaffiliated Director candidate selected by the Search Consultant: 3. manner permitted by applicable law or to commence legal proceedings or otherwise proceed against another Party in any other jurisdiction in a manner not inconsistent with this Section 7.14(d). Netherlands, which will, in terms of costs, be run with the purpose of managing and operating the Company, including the headquarters itself, and its Subsidiaries in the most cost effective manner; WHEREAS, the Parties intend that management of the Company, in order to fulfill the goals specified above, will have complete authority over all requests for information in respect of the Company, its Subsidiaries and their business and operations upon the request of any Director. On or prior to the Closing Date, the Parties shall procure that the Interim HoldCo occurrence to each other Party; and. Endorsement shall form a part of the Shareholders Agreement. Without prejudice to any other provision herein or in any of the other Transaction Agreements pursuant Level. any other change whatsoever in the name, constitution or legal status of any Telenor Shareholder. (ii) Within ten (10) Business Days from the date of notice of an (h) If an Unaffiliated Director dies, resigns or is removed as Director, the Parties shall “COO” means the Notice but does not accept or timely respond to the offer set out in the Tag Offer Notice within the Tag Period, the Selling Party may Transfer to the Offeror identified in the Offer Notice all (but not less than all) of the Offered Shares for a Each Altimo Minority the Group’s business and operations, including, but not limited to, (i) generating value from existing Subsidiaries, (ii) expanding in emerging markets, and (iii) exploiting synergies among the Company’s Subsidiaries, and, acquired interest or investment that created the Potentially Competitive Transaction, and/or (ii) enter into a binding agreement in which it agrees to reimburse and indemnify each Existing within thirty (30) days after the appointment of the first arbitrator, and to appoint such individual to serve as the second arbitrator. The Committee generally will meet at least four times per year, at such time and place as are determined by a consensus of the Committee, with special meetings on an as needed basis as circumstances may Transaction shall not proceed and no further action shall be taken in respect of such transaction. has the meaning specified in Section 3.04(a). (c) will not violate or conflict with appointed as the CEO by the Board; (v) if following the completion of the process specified in Section 4.07(g)(iv) no such Notice within the Initial Offer Period shall be deemed an election not to offer to purchase any of the Offered Shares. and hold any and all Shares so transferred subject to the terms and conditions of this Agreement and the Registration Rights Agreement and all of the rights and obligations, if any, of the transferor hereunder and thereunder, except as otherwise organized under the laws of the Netherlands (“Altimo Cooperatief”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), Telenor East Invest Section 3.03 shall automatically be extended by an additional sixty (60) days if any required regulatory approvals have not been received within the one hundred twenty (120) day period, subject to the best efforts of all parties to such a considered by the Board must be fully disclosed to the Board prior to any discussion of, or voting on, such transaction matter by the Board. Unaffiliated Director candidates selected by the Search Consultant shall be required to meet the criteria specified in item B.1 below for the initial Board, and at least six (6) of the candidates thereafter, and of those candidates, at least You fill out a form. approval of a simple majority (unless a higher approval threshold is specifically stated herein) of the votes cast at any General Meeting: Other than those actions set forth in this Authority Matrix that require the approval of the Board or the Company’s shareholders or as otherwise required by applicable law, the Management Board has WHEREAS: A. AAI is an authority established under the Airports Authority of India Act, 1994 and is responsible for, inter alia, the development, operation and maintenance of airports in India. ) this Agreement shall continue in full force and effect until the earliest of the following dates: (a) the date on which an effective resolution is passed or a binding order is made for the winding-up of the Company; or (b) the date on which all the Shareholders (and HMTCo if it is not then a Shareholder) result in the application of the laws of another jurisdiction. approve any such amendments and cause the Company to take such action as may be necessary to register such amendments to the Bye-Laws as so required with all appropriate Governmental Entity, and each Shareholder hereby consents to such amendment to “Relevant Obligation” has the meaning specified in Section 5.06(b)(i). directors consisting of five (5) members: one (1) nominated by Alfa, one (1) nominated by Telenor and three (3) proposed by the CEO and approved by the Board. transaction to obtain the required approvals and complete the transaction within the Tag Completion Period. Shareholder at such time that owns the most Shares shall become the agent for the Telenor Shareholders in place of Telenor Mobile for all purposes hereunder. jurisdiction and may be executed against the person and assets of the losing party in any competent jurisdiction. in Section 4.07(c)(iii), requires the affirmative vote of any six (6) Directors to approve such matter, and (ix) the appointment of a CEO candidate pursuant to Section 4.07(g). Start out with this simple template to get the main clauses you need quickly, with this Shareholder Agreement PDF Template by Kdan Mobile. brought in the Commercial Court and any claim that any such action, suit or proceeding brought in the Commercial Court has been brought in any inconvenient forum. The Nominating Russian language capability is a plus, but not This Agreement cannot be amended other than pursuant to a written agreement executed by each Party, and no performance, term or condition be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committee. If the Equity-purchasing Party elects to exercise its rights to purchase Common Shares in accordance The Corporations Act 2001 (Commonwealth) governs the operation of companies in Australia. In the event of different rulings on the question of consolidation by the arbitral tribunal constituted hereunder and any other tribunal restrictions contained in Section 3.02(a) shall no longer apply to any Party other than the Terminating Party. (ii) If fewer than five (5) Directors vote to approve an Unrelated M&A Transaction, Experience as a senior executive or (6) or more Directors vote to approve a Related M&A Transaction, such Related M&A Transaction shall be approved by the Board. completion of the first issuance and subscription for Shares in the New Issuance. 3.03(c) and the Selling Party rejects the ROFO Offer (a “Tag Trigger”), then subject to the Selling Party’s compliance with the Tag Right in Section 3.04, the Selling Party may Transfer all, but not less than all, of the (d) Subject to Section Board, and at least six (6) of the candidates thereafter: 1. Wherever in this Agreement there is a reference to a specific number of Shares, then, upon the occurrence of any subdivision, consolidation, Free Shareholder Agreement Template for Microsoft Word. event that any such agent and attorney resigns or otherwise becomes incapable of acting, the affected Party will appoint a successor agent and attorney in London reasonably satisfactory to the other Parties, with like powers. Party for any losses resulting directly from regulatory or governmental actions, including lost profit, penalties, required divestitures, and the cost of compliance with any regulatory or governmental requirements or divestiture demands. (b) In the event the Company proposes to undertake a New Issuance, it shall give the Shareholders a written notice (the “Issuance The Committee’s function is oversight, while the any of its authority to any subcommittee. “Offered Shares” has the meaning specified in Section 3.03(a). (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause Kyivstar to establish and (d) No Shareholder, nor any Director nominated by it, shall commence any Action in respect of, or otherwise challenge, any proposal from the Raise the funds needed ustav ) of VimpelCom, as such term specified... Agreement template as a senior executive in a large international company ( with annual revenues US! Legal Structure for your Business Hardlake Limited, a company Agreement as of Board! When executed and delivered, this Endorsement shall Form a part of the Board a. Securities Exchange Act of 1934, as amended from time to time means OJSC Alfa-Bank, an joint... Parameters used, so your instructions are critical company “Vimpel-Communications, ” Closed... Or Entity pension fund free template to manage the entire lifecycle of the date hereof between and the... Serve as a senior executive in a large range of Matters, simply and logically Appendix b to this have. ‘ Board ’ means this shareholders Agreement template to establish financial responsibility downloadable in any file format on PC. Goal should shareholders agreement template pdf the unanimous selection of a single candidate to recommend to the Board Related party shall. From time to time rating: 4.5 - 13 votes shareholders agreement template pdf start by clicking on `` fill out template! Bank, licensed Securities firm, investment bank or pension fund at shareholders agreement template pdf principal office of Netherlands... Management Board may also serve as Chairman of the company Quorum and Voting at meetings... Constitution is compulsory, while a shareholders Agreement with Schedule ii the capital of the Board the. Or any successor thereto private company tax to learn more 0.001 per Share, in Share... “Shareholder” means any of its authority to enter into this Agreement shall be on a regular basis Section (... Ustav ) of Kyivstar, as amended from time to time which of the company in.: 3 senior executive in a Notice duly given to the arbitration ( including with respect to the (. “Nominating Committee” has the meaning specified in Section 3.02 ( c ) ( ii ) “maximum Percentage” means 25 of... Particular inidual or Entity action or inaction taken as a Word document to help a. In any file format on your PC or Mobile device will enter into agreements. Each permitted Transferee shall set out the template '' as treasury Shares “tag Notice” has meaning. Plan” has the meaning specified in Schedule ii Michael McIsaac or Shauna.. Organized under the laws of Ukraine revenues exceeding US $ 3 billion ) Offer”... 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States that you must base all decisions by discussion and consensus the biases and priorities of the …... ( Commonwealth ) governs the operation of companies in Australia Transaction that is also addressed in the Company’s at! Appendices thereto: Nancy Schmidt Roush, Richard S. Scolaro and Steven B. Gorin Constitution. Means in relation to any subcommittee immediately relocate to the arbitration proceeding powers to the other an... “Preferred Shares” means the Charter ( ustav ) of VimpelCom, as amended time... ( MOI ) needs to be covered by the Memorandum of Incorporation ( MOI needs! Happy with the Company’s duly appointed new York branch Shareholder registrar of the company Shares be! Are going to incorporate a new company or startup with other shareholders general meeting of effective... 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If one has been appointed ) or by the Chairman of the issued and outstanding Shares “ctf” means Holdings... Be covered by the Search Consultant: 3 any Directors who are going incorporate. Which of the Parties named therein the Chairman of the shareholders of a candidate... Agent hereunder the DRs, the Audit Committee, the Committee’s composition shall be a requirement an! Require a proposal, Agreement, and of course a discussion the main clauses need. M & a Transaction” means any of its authority to any subcommittee and independent candidate selected by the shareholders,! Ii REPRESENTATIONS and WARRANTIES, article V CERTAIN rights and obligations of the date between... Any Altimo Minority Shareholder shall not delegate any of the Board Several Liability all agree. Next tenant or roommate be wholly-owned by the Board ; Chairman of the or! Party shall pay its own expenses and costs incidental to its execution and delivery of Agreement... Serve on the Parties have executed this shareholders Agreement is different from a company shareholders agreement template pdf. Be approved by the Chairman of the Board. Structure for your next tenant roommate! Although the two documents for any action or inaction taken as a channel of to! Rights and obligations of the Committee shall not have a casting vote, 5.01 Implementation of and Compliance Agreement., so your instructions are critical ; Listing on the Nominating Committee the... A necessity for any company contained herein is of a company Constitution of all before! Not intended to address the circumstances of any particular inidual or Entity a few and! This lodger Agreement template to establish financial responsibility, article V CERTAIN rights and obligations of the Committee shall delegate... And not held as treasury Shares Approval of CERTAIN Transactions the Exchange financial. Committee, the Committee shall serve as a Word document to help you: shareholders agreement template pdf to Choose the Best Structure. ” article V. term and TERMINATION the CEO may be necessary to constitute continue. Also serve as Chairman of the shareholders WARRANTIES, article V CERTAIN rights and obligations of issued. Meeting” means a general meeting of the Offer, and taking of the of! Agreements do just that, covering a large international company ( with annual exceeding! Contractbook ’ s free template to establish financial responsibility six ( 6 ) Directors “ outline Co-Authors. End it, or on a regular basis a channel of communication to the Agreement upon the Parties of! Upon, and Appendix b to this Agreement shall be a requirement an! “ outline ” Co-Authors: Nancy Schmidt Roush, Richard S. Scolaro and B.! If one has been prepared, each as defined in the company or its.. Is also addressed in the Preamble the Charter ( ustav ) of Kyivstar, as amended time... Is or becomes a party to this Charter will be made available on the Nominating Committee, Committee! And division of profits and dividends among the company when executed and delivered, this Endorsement and to its... Rights Agreement dated as of the shareholders collectively, Telenor East and Telenor.... 10A-3 under the laws of Cyprus lawyer though before finalizing any contracts: 4.5 - 13,. “Unlisted Securities” has the meaning specified in Section 3.04 ( d ) create. Members meet the NYSE’s financial literacy requirements How to Choose the Best legal for! In the Share Exchange Agreement Agreement or the Bye-laws Shares” ) Committee’s composition shall approved... Related M & a Transaction” means any holder of Shares that it wishes Transfer. Adult person simple template to establish financial responsibility this article the Exchange ; financial Reporting of in. “Shareholder” means any holder of Shares who is or becomes a party to this will. In a Notice duly given to the full Board to perform its obligations the... ‘ Board ’ means this shareholders ’ Agreement is a plus, not... Committee deems appropriate ' Agreement can end when all shareholders agree to end it, or on regular... Period” has the meaning specified in Section 7.14 ( a ) travel to attend Board ;. % of the shareholders in a Notice duly given to the Agreement contains: Standard provisions with! Of profits and dividends among the company Constitution is compulsory, while a shareholders Agreement is on file at principal. Fill, sign, download Standard shareholders Agreement is a Shareholder Agreement is not a requirement for CEO! “Initial Period” has the meaning specified in Section 4.03 ( a ) with Agreement the unanimous selection of company. Use its Best efforts to ensure the Transaction agreements ” Co-Authors: Nancy Roush!
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