20/08/2019 24/07/2019. This template allows you to define which of the company shares may be subscribed to or purchased by the shareholders. (iii) ‘Agreement ’ means this Shareholders Agreement together with the Annexures, Schedules and Appendices thereto. 35. c. If the Remaining Shareholder is selling Shares of a class or series other than the Shares purchased by the Third Party, the price will be the Fair Market Value of the Shares. STARTUP SHAREHOLDERS AGREEMENT TEMPLATE Shareholder Agreement Template used by entrepreneurs who are going to incorporate a new company or startup with other Shareholders. Shareholders Agreement Template South Africa. This template allows you to define which of the company shares may be subscribed to or purchased by the shareholders. Each Shareholder agrees that while a Shareholder, director, officer or employee of the Company and for a period of 6 months after ceasing to be a Shareholder, director, officer or employee of the Company, the Shareholder will not in any way, directly or indirectly, induce any Shareholder, director, officer or employee of the Company to leave their position with the Company or to compete in any way with the … A shareholders Agreement Template (Shareholders Agreement) is general contract that attempts to regulate the rights and obligations of Shareholders or in the context of their ownership of securities in a company. The shareholder agreement works together with the constitution. Become a Pro Member. Restaurant Shareholders Agreement Template Use this Template. 28. 46. 40. c. “Fair Market Value” means the fair market value as determined by this Agreement; In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. A copy of the said agreement may be obtained by sending a written request to the Board of Directors for the Company. b. 29. f. “Shareholder” means any one of the Shareholders who is or later becomes a Shareholder in the Company; https://www.legalzebra.com.au/shareholders-agreement-template-free-sample What is the name of the company of which the parties to this agreement are or will be shareholders? Shareholders Agreement - create your template with a simple form. Blank Shareholders' Agreement Template free download and preview, download free printable template samples in PDF, Word and Excel formats Each Shareholder agrees that while a Shareholder, director, officer or employee of the Company and for a period of 6 months after ceasing to be a Shareholder, director, officer or employee of the Company, the Shareholder will not, solely or jointly with others: a. undertake, plan, organise or be involved in any way with any business or any business activity that competes with the current or anticipated business of the Company in the geographic area in which the Company carries on its usual business; or c. Any Shares remaining after the Second Offer will be offered on an equal basis to all Shareholders in the Company (the “Third Offer”) for not less than the subscription price specified in the Second Offer and on terms not more favourable than those in the First Offer. 55. Although this template is brief, it can be a good example for you to imitate. Size: 898.15 KB . Instantly download this Shareholder Agreement template to get the results you’ve always wanted! Shareholders will not and will not agree to directly or indirectly sell, assign, transfer, give, pledge, hypothecate or otherwise dispose of or in any other way encumber any Share or any interest in any Share and will not create any security interest in or grant any option with respect to any Share or any interest in any Share, except in accordance with the express provisions of this Agreement or except with the prior written approval of all of the Shareholders. File Type: doc | pdf. You fill out a form. d. the closing date for the sale of the Shares, which will be between 30 and 90 Business Days from the date on which the RoFR Offer is accepted. The share holders agreement is a very important document when raising funds. 48. 58. If all of the Shareholders determine by written resolution that the Company requires additional funds to meet the Company’s obligations to its creditors or to achieve the purpose for which the Company was incorporated the Shareholders will, at the request of the Board and on a pro rata basis, provide the Company with an interest-free shareholder loan (the “Loan”) in an amount that is sufficient to enable the Company to meet such obligations or objectives, as the case may be. d. The Third Party will purchase the Remaining Shareholder’s Shares on terms that are substantially similar to and not less favourable to the Remaining Shareholder than those in the transaction between the Selling Shareholder and the Third Party. If the Offeree elects or is deemed to elect to sell the Offeree’s Shares to the Initiating Shareholder, the Initiating Shareholder will tender a bank draft for the Price within 10 Business Days of either the date on which the Initiating Shareholder receives notice that the Offeree has elected to sell the Offeree’s Shares or the date on which the Offeree is deemed to have elected to sell the Offeree’s Shares to the Initiating Shareholder, and the Offeree will transfer or cause to be transferred to the Initiating Shareholder all of the Offeree’s Shares on receipt of the Price. This template is specially designed for you to effectively describe the disposition of shares and division of profits and dividends among the shareholders. A shareholder agreement or also called as the stockholders’ agreement is a written contract among the company's shareholders. PDF version Word version. Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. e. “Share” or “Shares” refers to a share or shares in the capital of the Company; The Company is incorporated in the Commonwealth of Australia under the Corporations Act (the “Act”). Size: 898.15 KB . 20. b. the business in which the Company should engage; or Every mediator and arbitrator, and all proposed mediators and arbitrators will be at arm’s-length from every Party to this Agreement and will not have any interest in the dispute. Words in the neuter mean and include the masculine and feminine and vice versa. 5 Shareholder Agreement free download. Notes and comments appear italicized and bracketed.) This offer will remain open for a period of 90 days from the date on which the Third Party first acquires Shares in the Company. (v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks … The Shareholders have decided to enter into this agreement (the “Agreement”) to govern their respective interests, obligations, liabilities, ownership and rights in the Company. Corporations find this type of agreement to be highly valuable because it helps to create a strong foundation for the corporation as a whole. The Shareholders acknowledge that to the extent the Board’s powers are restricted and transferred to the Shareholders, the obligations and liabilities of the Board, and the individual directors thereon, are also transferred to the Shareholders. b. the subscriber agrees to be bound by and to become a party to this Agreement and gives a written and legally binding undertaking to be bound by and become a party to this Agreement. If the Offeree elects to purchase the Initiating Shareholder’s Shares, the Offeree will tender a bank draft for the Price within 10 Business Days of notifying the Initiating Shareholder that the Offeree has elected to purchase the Initiating Shareholder’s Shares, and the Initiating Shareholder will transfer or cause to be transferred to the Offeree all of the Initiating Shareholder’s Shares on receipt of the Price. Further, any provisions required by the Legislation are incorporated into this Agreement. If there is a conflict between any provision of this Agreement and its governing legislation (the “Legislation”), the Legislation will prevail and this Agreement will be amended in order to comply with the Legislation. If there are more than two Shareholders to this Agreement, the Initiating Shareholder may make an Initiating Offer to one of the other Shareholders, and the procedure in this Shot Gun Provision will apply as if there were only two Shareholders. 5 Shareholder Agreement free download. (iv) ‘Board ’ means the Board of Directors of the Company. The document is created before your eyes as you respond to the questions. Unlimited Downloads of 100,000+ Ready-Made, Designs, Documents & Templates Similar Templates . Standard Shareholders Agreement Template free download and preview, download free printable template samples in PDF, Word and Excel formats A Shareholder Agreement, also sometimes called a Stockholder Agreement, is a document between a corporation and its shareholders. Most corporations also have one or more Vice Presidents to help support the duties of the President. 19. Download in. How to Create a Shareholders Agreement. It should serve as food for thought. Instantly Download Shareholder Agreement Templates, Samples & Examples in Microsoft Word (DOC), Google Docs, Apple (MAC) Pages. Last Updated on 20/08/2019. Easily Editable & Printable. This Agreement may be executed in counterparts. The Fair Market Value of the Shares will be set by the Shareholders on an annual basis and will be communicated by way of a Shareholders Resolution declaring that the Shareholders agree that the Fair Market Value of each Share of each class and series is a specified amount. a. the subscriber is a party to this Agreement; or 39. This Shareholder Agreement will help set up a structure for this corporation. This document describes how owners control and manage the business among themselves, providing the basic structure of the business. MENU. 5. (B) The Shareholders and the Company (hereinafter "the Parties") have agreed to enter this Shareholders Agreement ("this Agreement") in order to record and govern the relationship between the Shareholders and the Company and between each of the Shareholders respectively. All monetary amounts in this Agreement refer to AUD (Australian Dollars), and all payments required to be paid under this Agreement will be paid in AUD (Australian Dollars) unless the Parties agree otherwise. This Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Australia. considered and tailored to meet your specific commercial requirements and circumstances. It should be carefully . What is a shareholders agreement? b. purchase all of the Shares owned by the Offeree. 18. and if the Material Dispute cannot be resolved within a reasonable period or through the provisions for mediation and arbitration within this Agreement, then any Shareholder (the “Initiating Shareholder”) may initiate a forced buy or sell agreement (the “Shot Gun Provision”). 33. The authorised capital of the Company consists of [# … Last Updated on 20/08/2019. No Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond that Party’s control including, but not limited to acts of God or government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected. Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. (the “Company”). ACN . A Shareholders Agreement is a contract between a company and its shareholders outlining how the company will be managed and stating the rights, duties and obligations of the shareholders. If you’re a shareholder wanting to sell your shares of the business, use this Agreement of Purchase and Sale of Shares by Shareholder Template. This Agreement will come into effect on the date of its execution. File Type: pdf . Business; Personal; All documents; FAQ; My account; My account. However, with a Shareholders’ Agreement involving a characteristic joint endeavor or business startup, managing the following matters listed below is usually expected: Managing the voting rights and ownership of the company’s shares. A shareholders’ agreement is confidential between the parties. 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