4.3 If certain shareholders accept an offer to purchase at least 75% (or 90%?) of the ordinary shares from certain shareholders, all shareholders (including all shareholders who have not accepted the outsider`s offer to purchase) are required to sell all their ordinary shares externally under the same conditions. if the alien wishes to acquire such shares and only if the purchase price corresponds at least to the valuation plan set out in Annex B to this Agreement. You must use a shareholders` agreement if you enter into a business relationship with other parties based on holding shares in a company. In a shareholders` agreement, you can appoint shareholders, directors and senior officers of the company. A no-debaucher clause prevents shareholders or former shareholders from inciting other shareholders, directors, senior officers or employees of the company to leave or oppose the company. This clause prevents an influential shareholder from stealing important employees. They do not submit a shareholders` agreement. To register a company, you need to submit your articles of association and make regular annual submissions as desired, but that`s it. Your shareholders` agreement, like any other business agreement, is an agreement between the parties and is only used for internal purposes. It should be recorded in your minute log.
B. Pat, Chris and Jean are the founding shareholders (the “Founders”) of the company and Mikey is an angel investor; (c) In the event of death or permanent disability (defined as inability to fulfil one`s obligations), 10% of all unassed shares are transferred immediately to the estate of the deceased. The Company, if requested from the estate of the deceased, will purchase all the unshakable shares of the estate of the Deceased at a price corresponding to the last valuation of the Company agreed in accordance with Schedule B, provided that adequate key insurance is available for this purpose. Otherwise, the estate of the deceased may offer the shares under this agreement. The shareholders` agreement may be terminated if all shareholders agree to terminate it, or on a specific date. The possibility of terminating it with the agreement of all shareholders should only be used if there is a relatively small number of shareholders who do not think of taking over new shareholders and if the shareholders have a good working relationship. Even an angry shareholder could cause significant problems for the company by refusing to terminate the agreement, even if it was in the best interest of the company. If there is a relatively large number of shareholders, if the company is trying to increase the number of shareholders, or if there is a risk of conflict between the shareholders, the shareholders` agreement should probably end on a given date. (b) To the extent that the Founders have received shares (“Founder Shares”) in the Company in exchange for nominal consideration, the Founders agree that the shares referred to in Annex A to this Agreement are subject to unequal provisions. Unshakability means that the shares are encumbered and are subject to debasement or redemption by the company for acquisition and cost costs, unless temporal events occur.
In the event that the company is acquired by one third party or another, all shares subject to unshakability will become totally unshakable on that date. These unshakability provisions are as follows: (This section simply gives a smaller shareholder the right to “participate” if a group of shareholders holding a majority of shares wishes to sell their shares. While most shareholders receive an offer from one buyer for 100% of the company, some shareholders may be “dragged” and forced to sell their shares) NOW THIS AGREEMENT certifies that the parties agree in this agreement, taking into account the premises and reciprocal agreements and understandings: 5.4 If the shareholders accept the offer indicated in the communication on the issues, the shareholders will subscribe to the shares issued in accordance with the issue communication and would make a written subscription in accordance with it, which is immediately accepted by the company. . . .