Shareholder Agreement Signature Page

2021 October 7

1.4 The parties undertake not to conclude contracts or to enter into commitments of any kind likely to prevent compliance with the provisions of this shareholders` agreement. A shareholders` agreement – or shareholders` agreement – is an agreement or contract describing how the company is to manage. It also lists the rights and obligations of shareholders. You can use Contractbook`s free template to manage the entire contract lifecycle. Piggy Back Commission: A Piggy Back provision, also known as a “Tag Along” or “co-sale”, applies to majority shareholders who intend to sell a significant portion of their shares. It protects minority shareholders because the buyer must also buy his shares at the same price as the majority shareholder and therefore agrees to buy all the shares. A representative of the right to vote, if permitted, is a natural or legal person representing a shareholder at a general meeting. The voting representative acts according to the instructions of the shareholder whom he disorients. The admission of full chains helps shareholders to reach the required number of shareholders necessary for the conduct of meetings (so-called “meeting quorum”) and allows shareholders to participate if they are not available during the period set for general meetings. 1.1 This shareholders` agreement aims to regulate the reciprocal rights and obligations of the parties as shareholders of the company, including the individual contributions and responsibilities of the parties. This shareholders` agreement reserves the right to shareholders to make the most important business decisions unanimously, as indicated below: 16.2 Disputes between the parties, owners and/or the company in connection with the shareholder agreement or other agreements between the parties, owners and/or the company will be resolved through reciprocal negotiations.

In the event of the sale of shares in undertakings to third parties, they may choose to include the following safeguards with regard to minority and majority shareholders: it essentially lays down the rules governing the relationship between shareholders and the company. A shareholder owns a portion of the equity called shares in a company. If the company is doing well, it is the shareholder who benefits. If the company does badly, the shareholder can lose money. A shareholders` agreement document deals with important issues such as the transfer of shares and the rights of shareholders and senior managers in order to preserve the proper functioning of the company. Where a shareholder is an individual and has a spouse or registered national partner, the spouse or registered national partner must also sign the shareholder`s signature page to approve the shareholder agreement. This is necessary because, in some States and in certain circumstances, the shares of a company may be considered property held jointly and equally by a shareholder and by the shareholder`s spouse or registered national partner. By signing the contract, the spouse agrees that the shareholder may act on behalf of the company. However, the shareholder must first inform his spouse in writing of any sale or transfer of shares of the shareholder and the spouse. 9.1.3 If neither party makes an offer, either party may require the liquidation of the business. In case of disagreement of the liquidator, the appointment is made by the statutory auditor of the accounts of the company.

PandaTip: This model shareholder agreement defines the conditions under which company shareholders interact with each other and what happens if one or more wish to withdraw from the business or if something happens that requires a shareholder to exit or close the company. 17.1 The company`s register of shareholders must indicate that the parties have entered into this shareholder agreement. Right of pre-emption: If a shareholder wishes to sell his shares and part of the company, he must first offer to sell his shares at a fair value to other shareholders. If the shareholders cannot acquire them, the selling shareholder may offer them to a third party. . . .

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