NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: For the purposes of this Agreement:
Modify according to the number of shareholders; sometimes there are only two. Article 1 — Purpose of Agreement 1.
The Shareholders are entering into this Shareholder Agreement to provide for the management and control of the affairs of the Corporation, including management of the business, division of profits, disposition of shares, and distribution of assets on liquidation. Article 2 — Shares Subject to Agreement 2.
The Shareholders listed above own the number of shares of common stock, and approximate percentage of company ownership, as listed below: The shares listed above constitute all of the issued and outstanding capital stock of the Corporation.
The Corporation acknowledges receipt from each Shareholder of the full consideration for the respective shares listed above, and each Shareholder acknowledges receipt of certificates representing his or her shares.
All of the shares listed above and any additional shares of the capital stock of the Corporation that may be acquired by the Shareholders in the future shall be subject to this Agreement. Article 3 — Management and Control 3.
Subject to termination in accordance with this Agreement, each Shareholder to this Agreement will be a director of the Corporation. During the term of this Agreement, the directors will, when appropriate, perform the following acts: Cause an quarterly report to be sent to the Shareholders not later than 30 days after the close of the quarter year, such quarterly report will be used to identify and approve any distributions in accordance with this Agreement; 3.
Cause the Corporation to maintain the books, records, and other documents required writing a shareholders agreement onecle California law; 3. Use best efforts to cause the business of the corporation in accordance with sound business practices.
Subject to the limitations in Section 3. The President will control the day-to-day operations of the business and affairs of the Corporation, including the following: Limitations on actions of officers.
The following actions shall not be made by any one Officer without the approval of all Officers of the Corporation: In drafting this section, think of anything that would be upsetting to a shareholder if the action were taken without them having a say, perhaps entering into certain types of business transaction, hiring, or other significant actions.
Approval of All Shareholders. Notwithstanding any contrary provisions in this Shareholder Agreement, the written consent of all of the Shareholders is required to approve the following actions: Shareholders may be employed as officers of the Corporation, as long as they hold shares of stock of the Corporation, are active in its business, and, in a satisfactory manner, perform their duties and responsibilities as set forth in this Agreement, the Articles of Incorporation and the Bylaws of the Corporation.
The title, duties, and the other terms of employment, including the annual salary, will be memorialized in a separate document and must be both approved, and only may be subsequently altered, only by the unanimous written consent of the Shareholders.
This can be a common issue for dispute among shareholders, each thinking the other is not working hard enough, getting paid too much, etc. Use of detailed Employment Agreements, or placing those terms here, can help alleviate future disputes. Article 4 — Noncompetition and Trade Secrets 4.
Each Shareholder acknowledges that the customer lists, trade secrets, processes, methods, and technical information of the Corporation and any other matters designated by the President or by the written consent of all Shareholders are valuable assets.
Unless he or she obtains the written consent of each of the other Shareholders, each Shareholder agrees never to disclose to any individual or organization, except in authorized connection with the business of the Corporation, any customer list, or any name on that list, or any trade secret, process, or other matter referred to in this paragraph while the Shareholder holds, or has the control of, any shares of the Corporation, or at any later time.
This section makes sure the shareholders have the same expectations in terms of when they can get money out of the business and ensure that distributions do not undermine the financial needs of the company.
Determination of Net Income and Loss. The net profits or net losses of the Corporation for each fiscal year will be determined on an accrual basis in accordance with generally accepted principles of accounting.
Regular Distributions of Net Income. Subject to any retained earnings and to the statutory requirements related to corporate distributions, the net income of the Corporation may be distributed quarterly to the Shareholders in proportion to the number of shares of the Corporation owned by them.
Such distributions shall be approved by all Shareholders.
Shareholders may elect to not take a distribution, but instead offer the moneys as a loan to the Corporation. A Shareholder may issue a loan to the Corporation upon approval by all Shareholders and only under the following conditions, unless otherwise agreed upon. Repayment of Shareholder loans by the Corporation shall occur when the Shareholders agree that there are enough corporate funds to pay the loan.The Shareholders and FoundryCo agree that prior to any such IPO each of them shall use their commercially reasonable efforts to amend this Agreement as may be necessary to ensure that the rights of the Shareholders with respect to any Public Offerings in and following the IPO and the sale of Securities in any such Public Offerings are at least.
(a) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, - Voting Trust Agreements.
(a) Any shareholder or shareholders, under an agreement in writing, may transfer his or their shares to a voting trustee or trustees for the purpose. Any resolution proposed at any Shareholders’ meeting shall be decided by a simple majority of votes by the voting Shareholders except where a greater majority is required or required otherwise by this Agreement and/or the Articles.
THIS SHAREHOLDERS AGREEMENT waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is.
Sample Shareholder Agreement For the duration and term of this Agreement, the Shareholders will elect and continue in office as Directors of the Corporation the following: Shareholders in writing every six (6) months. If no such written determination has been agreed upon. Shareholders' Agreement - Le Gaga Holdings Ltd.
and Other Business Contracts, Forms and Agreeements. Competitive Intelligence for Investors. onecle.
Sample Shareholder Agreement For the duration and term of this Agreement, the Shareholders will elect and continue in office as Directors of the Corporation the following: Shareholders in writing every six (6) months. If no such written determination has been agreed upon. (a) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, - Voting Trust Agreements. (a) Any shareholder or shareholders, under an agreement in writing, may transfer his or their shares to a voting trustee or trustees for the purpose. (a) The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement.
is provided to the Preferred Shareholders to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor;.