Oct 092021

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. A draft shareholders` agreement contains important, practical and specific rules directly related to the company and its shareholders. The development of such a document is very beneficial for all types of shareholders. Let`s take a look at the importance of this document: the reason for the limited liability of shareholders is that the company is a separate legal entity, that is, separate from the shareholders. The valuation of private shares is often a frequent event to settle shareholder disputes when shareholders try to withdraw from the business, sell part of their shares, by succession or for many other reasons. Unlike listed companies, whose share prices are widespread, shareholders of private companies must use different methods to determine the value of their shares. Normally, it is carried out by the auditors or by an independent audit firm. A shareholders` agreement defines other powers, rights and obligations that the owners have among themselves and for the company, beyond the powers already in force by law or by the articles of association. It is the opposite. An agreement can also define the decisions that a shareholder director can take freely without the need for a meeting of members, allowing for confidence and determination when necessary.

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 rules of unshakability are: PandaTip: The distribution or resale of shares externally may involve a large number of legal provisions to which this agreement is not suitable, which is why this clause is important. A shareholders` agreement allows you to plan the worst to get the business going. You can lay out what would happen if certain events happened, whether it was the sudden departure of a key founder or the withdrawal of a funding source. Majority shareholders might want to make sure that minority shareholders can`t simply sell their shares to people who have a different view of where the company should go or that a former employee who left the company due to bad behavior (usually known as bad leavever) doesn`t have a say in decisions. . . .

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