Sample Shareholders Agreement
1. Introduction
This Shareholders Agreement (the "Agreement") is made and entered into as of [Date], by and among [Your Company Name], a corporation organized and existing under the laws of [State], having its principal place of business at [Your Company Address] (the "Company"), and the undersigned shareholders (each a "Shareholder" and collectively, the "Shareholders").
2. Purpose
The purpose of this Agreement is to govern the relations between the Shareholders and the Company, define their rights and obligations, and establish guidelines for the management and operations of the Company.
2.1 Parties to the Agreement
The parties to this Agreement are the Company and the Shareholders executing this Agreement, whose names and addresses are listed on Exhibit A attached hereto.
3. Shareholder Rights and Obligations
3.1 Voting Rights
Each Shareholder shall be entitled to one vote per share of Company stock held. All decisions requiring Shareholder approval shall be made by a majority vote unless otherwise specified in this Agreement.
3.2 Dividends
Dividends may be declared and paid to Shareholders as determined by the Board of Directors in accordance with applicable law and Company bylaws.
3.3 Transfer of Shares
Any transfer of shares by a Shareholder must comply with the terms set forth in this Agreement. Transfers shall not be effective unless approved by the Board of Directors and accompanied by a written consent from all Shareholders.
4. Management and Operation
4.1 Board of Directors
The Company shall be managed by a Board of Directors, which shall consist of [Number] directors. Shareholders shall have the right to nominate and elect members to the Board in accordance with the Company bylaws.
4.2 Meetings
Regular meetings of Shareholders and the Board of Directors shall be held [Frequency]. Notice of meetings shall be given in accordance with the Company bylaws.
5. Term and Termination
5.1 Term
This Agreement shall remain in force until terminated by mutual consent of all parties or otherwise as provided herein.
5.2 Termination Events
The Agreement shall terminate automatically upon the occurrence of any of the following events: (a) dissolution of the Company, (b) bankruptcy or insolvency of any Shareholder, or (c) breach of this Agreement by any party that is not remedied within [Number] days.
6. Miscellaneous
6.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State], without regard to its conflict of laws principles.
6.2 Amendment
This Agreement may be amended only by a written instrument executed by all parties hereto.
6.3 Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the [Arbitration Association], and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
7. Signature/s
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[YOUR NAME]
Shareholder
Shareholder
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