endobj Should no acceptance notice be received prior to the expiry of the Acceptance Date the Offerees' right to acquire the Offeror's Shares in terms of the Offer Notice shall ipso facto lapse and be of no further force or effect whatsoever and the Offeror may sell his shares to third parties. Should the condition not be fulfilled by __________, then and in such event this Agreement shall be and become null and void and the parties shall be obliged to restore each other, as reciprocal obligations, as near as possible to the status quo ante as at the Effective Date. Each party shall bear its own costs incidental to the negotiation, preparation, conclusion and implementation of this Agreement. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. Upon timeous receipt of the Acceptance Notice, a contract shall be deemed to have been concluded between the Offeror and the Offerees for the sale of all of the Offeror's shares. 1.14. This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. Despite the above, no dividends shall be paid until such time as all shareholders’ loans and any interest thereon, if applicable, and all amounts owing to funders of the company have been paid. (b) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid immediately upon the receipt by the Corporation of the proceeds of any insurance on the life of a deceased shareholder owned by and payable to the Corporation, to the extent of such proceeds. The arbitration will be held in ____________. 7.1. View all Shareholders Agreement documents » ... - Hire Terms and Conditions Template. Nothing contained in this Agreement shall be construed as constituting any of the Shareholders as the partner/s of any of the other/s of them or any Shareholder/s as the agent/s of either the Company or any of the other Shareholder/s. Copyright © 2010. 1941 0 obj <>/Filter/FlateDecode/ID[<754438FFAE0E254F9DA60C9D5DD4C608>]/Index[1919 41]/Info 1918 0 R/Length 111/Prev 346873/Root 1920 0 R/Size 1960/Type/XRef/W[1 3 1]>>stream No claim to contract samples and agreement samples derived from other websites. A shareholder agreement deals with the relationship between shareholders and the relationship of shareholders with the company. The chairman of the Company from time to time shall act as chairman of any general meeting of the Company and shall not have a casting vote in case of quality of votes. The contra proferentem rule shall not apply and accordingly none of the provisions hereof shall be construed against or interpreted to the disadvantage of the party/ies responsible for the drafting or preparation of such provision. The shareholders shall take such steps as may be necessary to alter the memorandum and articles of association of the company so as to reflect the provisions of this agreement. 8.1. 7.3. Because they set out the rights of one shareholder against another, both majority and minority owners will want comprehensive agreements to protect their interests and investment in the company. (iv) ‘Board ’ means the Board of Directors of the Company. Entire Agreement. 3.1. The payment of dividends is subject to the directors of the company being reasonably satisfied as to the requirements of solvency and liquidity having been adhered to as required in terms of the Act, and subject to the shareholders being reasonably satisfied in good faith as to the requirement of prudence as regards the company having been adhered to. 13.6. (g)          the Shareholders – collectively, all of the registered shareholders of the Company from time to time. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. 13.7. If any provision of the Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly affects the parties’ intent in entering into this Agreement. Any appointment or removal of a director shall be made on written notice to the Company's registered office, signed by the concerned Shareholder. Each shareholder undertakes to guarantee, jointly, the obligations of the Company to third parties as shall be necessary to enable the company to conduct its business from time to time and hereby indemnify each other pro-rata to their respective shareholdings in the Company. It is by no means perfect and reflects the biases and priorities of the writer. In terms of the South African … A shareholders agreement is an essential document to confirm the rights of the shareholders, one against another and against other stakeholders in the business, and to set out how the shareholders intend to operate the company. 10.3. Each Shareholder shall be entitled to appoint 1 (one) director to the board, with the right to remove or replace or fill any vacancy in respect of such director. Severability. 9.1. SHAREHOLDER 1: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 2. Any dispute relating to this Shareholder Agreement, or arising out of … (a)          delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; (b)          sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seveth) business day after posting (unless the contrary is proved); (c)           sent by telefax to it at a telefax number chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved); (d)          sent by e-mail to it at an email address chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved). This document is intended for informational purposes and to illustrate the diversity of written agreements only. 12.4. Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. 6.6. 1.3.        the following words and expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings. Shareholder Agreement Template South Africa. 1.10. 9.6. The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses: (a)          For _______________[Shareholder 1]: (b)          For _______________[Shareholder 2]: (c)           For _______________[Shareholder 3]: 11.2. Relationship of the Parties. Size: 898.15 KB . 2.3. 9.1. This Shareholders Agreement is made and entered into on this ___ day of ________,  201__, by and between: _________________________ [shareholder 1], _________________________ [shareholder 2], _________________________ [shareholder 3]. 0 10.6. 12.8. 11.4 Cession of rights A Shareholder Agreement, also sometimes called a Stockholder Agreement, is a document between a corporation and its shareholders.In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. It deals with the ownership of shares, the disposition and alienation of shares, the management of a company, meetings of shareholders and directors, voting rights at such meetings, the composition of the board of directors and the dividend … A Shareholders Agreement is setup to protect the shareholders of a Company. The managing director's duties shall include the signature of all instruments and documents relating to the day-to-day activities of the Company or the delegation of such authority in a manner which ensures its continuance to the satisfaction of the board, and the exercise of powers expressly conferred upon him by the board. This shareholders’ agreement IS NOT compatible with a MOI that is drafted in favour of directors’ rights, for example the short-standard form of CIPC MOI. The Acceding Party confirms that it has been supplied with a copy of the South African Shareholders’ Agreement and covenants and undertakes with all present parties to the South African Shareholders’ Agreement (whether original or by accession) (“Parties”) to observe, perform and be bound by the South African Shareholders’ Agreement so that the Acceding … Each director shall have 1 (one) vote. Sample business partnership agreements. Also, it includes a provision which states that you must base all decisions by discussion and consensus. 13.4. The chairman of the Company shall be elected annually by the Shareholders in general meeting and shall, ipso facto be chairman of the board. Meetings of Shareholders shall be convened in accordance with the Articles of Association of the Company. The receipt by any Party of a notice calling for arbitration in terms of this clause shall constitute the service of a process for the purposes of interruption of prescription in terms of Section 15 of the Prescription Act, 1969. 2.2. 6.8. 2.4. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. Each director shall be entitled to appoint (or remove or replace, if it so desires) an alternate director. in the event of any of the Offerees failing or declining to exercise the right to purchase its entitlement to the Offeror's Shares, the remaining Offerees shall be entitled to acquire such Offeree's entitlement to the Shares on offer, either entirely or pro rata, mutatis mutandis as set forth above. The Shareholders Agreement is a vital document and it must cover all the important bases. (a)          the Act – the Companies Act, 1973. Shareholders Deed of Agreement. The Initiating Shareholder may also make an offer to the other Shareholders as a group, and the other Shareholders will either come to an agreement among themselves to buy the Initiating Shareholder’s Shares or will, as a group, elect to sell all of their Shares to the Initiating Shareholder, and the procedure in this Shot Gun Provision will apply. Governing Law and Jurisdiction. shareholders at the Company’s annual general meeting to be held on [x] 2018: Brief explanatory note for the resolution: The Paris Agreement of 2015, agreed to by 197 parties, including South Africa1, commits to holding the increase in the global average temperature “to well below 2˚C above pre-industrial levels and to Unless otherwise provided to the contrary herein, no resolution of the Company shall be valid unless it is passed by at least __% (_________ percent) of the number of votes represented and available to be cast at the relevant general meeting. (f)           the Parties – collectively, the Company and the Shareholders. When an individual is purchasing shares of a company, he needs to obtain from the company a shareholder agreement. Shareholder Resolution Template Uk. The eiusdem generis rule shall not apply and whenever a provision is followed by the word "including" and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned. The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the directors by telefax of the date, place and time thereof. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. Shareholders agreement – South Africa. 24 posts related to Shareholder Resolution Template South Africa. 9.8. You can also see Join Venture Agreement Template. A Shareholders Agreement, is an agreement between the shareholders of the company and between the shareholders and the company itself, and regulates the rights and obligations of the shareholders to each other and to the company, as well as the rights and obligations of the directors appointed by the shareholders. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the directors present shall, subject to the provisions of the Act, be a quorum. Binding Effect. 11.1. A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common.Under the Corporations Act 2001 a Company Constitution is compulsory, while a Shareholders Agreement … The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the Shareholders by telefax of the date, place and time thereof. A shareholders agreement is as useful as the paper it’s written on if it doesn’t contain the one crucial element: shareholder agreement. 9.5. A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. Assignment. The dividends shall be equal to such percentage of the amounts available in law, received by the company by way of income (including dividends or like payments received but excluding any amounts which are capital in nature). h�bbd```b``���@$S�d��H�E �9,�"���u �U��ٌ`�LF���l Y�$�n��-G@dZ HDd���ـ������F��~w 0 ��c 13.3. 1.6. This Agreement, save for the provisions of this clause which shall be of immediate force and effect, is subject to the fulfilment of the following conditions precedent (the "Conditions"): (a)          that a Management Agreement is duly concluded between the Company and each Shareholder; (b)          that a confidentiality and non-disclosure agreement is duly concluded between the Company and each Shareholder; (c)           that the Memorandum/ Articles of Association in the form of Annex "C" hereto shall be adopted by the Company; (d)          _________________________________ [insert additional conditions]. With this in mind, here are six points that you and your shareholders need to discuss while working out the shareholders agreement. No shares shall be issued other than by way of a pro rata rights offer to all the shareholders at the time. The board of directors shall consist of _____ directors. The provisions of this clause constitute an irrevocable consent by the Parties to any of the proceedings contemplated therein and none of the Parties shall be entitled to claim that it is not bound by it and are severable from the remainder of this Agreement and shall remain of full force and effect, notwithstanding any termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever. 10.1. Board meetings shall be held at least ___ (_____) times during every financial year of the Company, provided that any Shareholder shall have the right, on not less than ___ (_____) days' written notice to the Company, to convene additional meetings of the Board. Any reference in this agreement to a party shall, if such party is liquidated or sequestrated, also be applicable to and binding upon that party’s liquidator or trustee, as the case may be. If you need something specific included in your Shareholders Agreement, … If any shareholder shall not follow its rights, he shall be deemed to have renounced same to the other shareholders who do follow their rights in the same proportions as they follow their rights. It should serve as food for thought. A quorum at meetings of Shareholders shall be the respective duly authorised representatives of __% (_________ percent) of the Shareholders. 1.13. Shareholders Agreement. (e)          the Effective Date –  the date indicated above upon which this Agreement became duly signed by all of the Parties hereto. You should not utilize a sample without consulting a legal expert. The power to declare dividends or make other payments to shareholders shall vest in the shareholders. 6.2. 13.2. 6.7. %%EOF 7.2. The Company will endeavour to obtain whatever additional working capital it may require from time to time from its own resources and/or from external or other banking sources. Nevertheless, at any meeting of the board, each director shall be entitled to exercise such number of votes as equates to the number of shares held by the Shareholder that appointed him at the date of the meeting concerned (in the event that two or more directors were appointed by the same shareholder, their number of votes shall not be accumulated). Our wide range of shareholder agreement samples are ideal for this purpose. LegalWise offers a free South African partnership agreement template. 1.8. endstream endobj 1920 0 obj <. (iii) ‘Agreement ’ means this Shareholders Agreement together with the Annexures, Schedules and Appendices thereto. 9.4. 13.5. Disclaimer: This website is intended for educational puposes only.The contract samples, agreement samples and legal information presented herein are illustrative materials only. Pages: 2 Page(s) If no chairman is elected, or the elected chairman is not present within five minutes of the time fixed for the meeting or is unwilling to preside, those directors in attendance may usually elect one of their number as chairman of the meeting. These agreements do just that, covering a large range of matters, simply and logically. 1.2. The purpose behind the contract is to be certain that all the shareholders are treated equally and at the same time, their certain rights will be protected. 6.2. (v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks are open for normal banking business in Bhopal. A shareholder agreement or also called as the stockholders’ agreement is a written contract among the company's shareholders. 12.1. 10.5. Apply below or call us toll-free. The headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause hereof. WHAT IS OUR TEMPLATE SHAREHOLDERS AGREEMENT? Page 1 of 11 SHAREHOLDERS AGREEMENT This Shareholders Agreement (the “Agreement”) is made and effective [DATE], BETWEEN: [Bizxcel Holdings (PTY)Ltd] (the "Corporation"), a corporation organized and existing under the laws of the [South africa], with its head office located at: 7.5. Neither Party may assign, sell, license, grant, dispose or otherwise transfer any of its rights and obligations under this Agreement, or any part thereof, without the prior written consent of the other Party. At any general meeting of the Company, each Shareholder shall be entitled to exercise such number of votes as equates to the number of Shares held by such Shareholder at the date of the meeting concerned. Each of the Offerees shall be entitled to take up such proportion of the Offeror's Shares as is in proportion to such Offeree's shareholding in the Company at the time. The provisions of the Arbitration Act, 1965 shall apply to this arbitration. 11.5. Where a period consisting of a number of days is prescribed, it shall be determined by excluding the first and including the last day, unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. 12.2. 10.2. No professional relationship is implied or otherwise established by reading this document. The Offer Notice shall only be capable of being given in respect of the entire shares of the Offeror and shall not be revocable until the expiry of the Acceptance Period (as defined below). A South Africa law compliant template Shareholders Agreement customisable and ready to use out of the box When setting up a company, whether it be with family, friends, strangers or business acquaintances, it is all too often assumed that nothing will go wrong in the future of the company. Modification; Waiver. On the 3rd (third) business day succeeding that upon which it received the Acceptance Notice (the "Closing Date"), the Offeror shall deliver to the auditors of the company the share certificates relating to the shares, together with transfer forms (in blank as to transferee) duly signed by the registered holders thereof and currently dated, a written cession of the Claims (in blank as to transferee) duly signed by the Offeror and currently dated, and the written resignation of all of the Offeror's nominees as directors of the Company. 8.3. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the registered and beneficial owner of the number 2.1. Each Shareholder undertakes to vote in favour of the other Shareholders' appointments, removals or replacements of alternate directors. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the Shareholders present shall, subject to the provisions of the Act, be a quorum. 11.3. All amounts referred to in this Agreement are exclusive of Value-added Tax (as defined in the Value-added Tax Act, 1991). The chairman shall not have a casting vote at meetings of the board in case of quality of votes. Note that ideally, the written agreement you use should be tailored to your particular partnership and business. 1.7. (c)           natural persons include created entities (corporate or unincorporated) and the state and vice versa. All repayments by the company to the shareholders shall be made pro rata to their respective loan accounts but to the extent that any shareholder's loan account exceeds its/his pro rata share based on its/his shareholding in the company such excess shall first be repaid. Size: 114.3 KB . h�b```������@(�����1�Ӕ&��� �=;R8:�5+�-��L�;ԧp�3�=�E��W1s���wpY0u�Q�q�ӕ�� ���1�ΠIK5���,�� TEMPLATE SHAREHOLDERS AGREEMENT . The annexes of this Agreement are incorporated herein and shall have the same force and effect as if they were in the body of this Agreement; 1.5. File Type: pdf . Within these agreements, the corporation lays out its expectations of the shareholders' behavior and obligations and the shareholders … endstream endobj startxref Anything that is not part of the Founding Memorandum (ME) must be covered by the shareholders` pact. 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. It takes over where company law stops. The Offerees shall have the right, for a period of __ (_______) days after receipt of the Offer Notice (the "Acceptance Period"), to purchase the Offeror's shares by an unconditional written notice to that effect (the "Acceptance Notice") to the Offeror no later than the end of the Acceptance Period. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. Dispute Resolution. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. Pages: 13 Page(s) Shareholders' Agreement Guide. Where figures are referred to in numerals and words, in the event of any conflict between the two, the words shall prevail; 1.9. The shareholders agree that if any shareholder does not have the finances to follow its rights the undertaking of a rights issue shall not constitute unfairly prejudicial, unjust or inequitable conduct. Shareholders Agreement Template South Africa Posted by:Admin A shareholder pact can be prepared at reasonable prices and will save a considerable amount of legal fees and litigation on the line. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. Any Party may by notice to the others change the physical address chosen as its domicilium citandi et executandi to another physical address in the Republic of South Africa, or its telefax number, or its Email provided that the change shall only become effective on the seventh day after receipt of the notice by the addressees. Just using a Shareholder Agreement template is dangerous. Divorce, Separation & Property Settlement, Prenuptial, Postnuptial & Marital Agreements, Cohabitation, Living Together & Non-Marital Partners, Copyright Assignment & Transfer Agreements. Easy to download and printable, the shareholder templates are available in Word, PDF and Excel formats. Insane Twice Baked Potatoes Recipe, Elaine's Big Salad, 1 Bhk Flat In Mohali For Sale, Do Turtles Have Tails, Plum Slate Chippings 40mm Wickes, Restaurants In Stratford, Ct, Explain Why Personal Hygiene Is Important, Beinn Fhada And A Ghlas-bheinn, Meaning Of Values, St Francis Hospital Colorado Springs, Travel Berkeley Springs, " /> endobj Should no acceptance notice be received prior to the expiry of the Acceptance Date the Offerees' right to acquire the Offeror's Shares in terms of the Offer Notice shall ipso facto lapse and be of no further force or effect whatsoever and the Offeror may sell his shares to third parties. Should the condition not be fulfilled by __________, then and in such event this Agreement shall be and become null and void and the parties shall be obliged to restore each other, as reciprocal obligations, as near as possible to the status quo ante as at the Effective Date. Each party shall bear its own costs incidental to the negotiation, preparation, conclusion and implementation of this Agreement. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. Upon timeous receipt of the Acceptance Notice, a contract shall be deemed to have been concluded between the Offeror and the Offerees for the sale of all of the Offeror's shares. 1.14. This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. Despite the above, no dividends shall be paid until such time as all shareholders’ loans and any interest thereon, if applicable, and all amounts owing to funders of the company have been paid. (b) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid immediately upon the receipt by the Corporation of the proceeds of any insurance on the life of a deceased shareholder owned by and payable to the Corporation, to the extent of such proceeds. The arbitration will be held in ____________. 7.1. View all Shareholders Agreement documents » ... - Hire Terms and Conditions Template. Nothing contained in this Agreement shall be construed as constituting any of the Shareholders as the partner/s of any of the other/s of them or any Shareholder/s as the agent/s of either the Company or any of the other Shareholder/s. Copyright © 2010. 1941 0 obj <>/Filter/FlateDecode/ID[<754438FFAE0E254F9DA60C9D5DD4C608>]/Index[1919 41]/Info 1918 0 R/Length 111/Prev 346873/Root 1920 0 R/Size 1960/Type/XRef/W[1 3 1]>>stream No claim to contract samples and agreement samples derived from other websites. A shareholder agreement deals with the relationship between shareholders and the relationship of shareholders with the company. The chairman of the Company from time to time shall act as chairman of any general meeting of the Company and shall not have a casting vote in case of quality of votes. The contra proferentem rule shall not apply and accordingly none of the provisions hereof shall be construed against or interpreted to the disadvantage of the party/ies responsible for the drafting or preparation of such provision. The shareholders shall take such steps as may be necessary to alter the memorandum and articles of association of the company so as to reflect the provisions of this agreement. 8.1. 7.3. Because they set out the rights of one shareholder against another, both majority and minority owners will want comprehensive agreements to protect their interests and investment in the company. (iv) ‘Board ’ means the Board of Directors of the Company. Entire Agreement. 3.1. The payment of dividends is subject to the directors of the company being reasonably satisfied as to the requirements of solvency and liquidity having been adhered to as required in terms of the Act, and subject to the shareholders being reasonably satisfied in good faith as to the requirement of prudence as regards the company having been adhered to. 13.6. (g)          the Shareholders – collectively, all of the registered shareholders of the Company from time to time. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. 13.7. If any provision of the Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly affects the parties’ intent in entering into this Agreement. Any appointment or removal of a director shall be made on written notice to the Company's registered office, signed by the concerned Shareholder. Each shareholder undertakes to guarantee, jointly, the obligations of the Company to third parties as shall be necessary to enable the company to conduct its business from time to time and hereby indemnify each other pro-rata to their respective shareholdings in the Company. It is by no means perfect and reflects the biases and priorities of the writer. In terms of the South African … A shareholders agreement is an essential document to confirm the rights of the shareholders, one against another and against other stakeholders in the business, and to set out how the shareholders intend to operate the company. 10.3. Each Shareholder shall be entitled to appoint 1 (one) director to the board, with the right to remove or replace or fill any vacancy in respect of such director. Severability. 9.1. SHAREHOLDER 1: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 2. Any dispute relating to this Shareholder Agreement, or arising out of … (a)          delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; (b)          sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seveth) business day after posting (unless the contrary is proved); (c)           sent by telefax to it at a telefax number chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved); (d)          sent by e-mail to it at an email address chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved). This document is intended for informational purposes and to illustrate the diversity of written agreements only. 12.4. Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. 6.6. 1.3.        the following words and expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings. Shareholder Agreement Template South Africa. 1.10. 9.6. The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses: (a)          For _______________[Shareholder 1]: (b)          For _______________[Shareholder 2]: (c)           For _______________[Shareholder 3]: 11.2. Relationship of the Parties. Size: 898.15 KB . 2.3. 9.1. This Shareholders Agreement is made and entered into on this ___ day of ________,  201__, by and between: _________________________ [shareholder 1], _________________________ [shareholder 2], _________________________ [shareholder 3]. 0 10.6. 12.8. 11.4 Cession of rights A Shareholder Agreement, also sometimes called a Stockholder Agreement, is a document between a corporation and its shareholders.In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. It deals with the ownership of shares, the disposition and alienation of shares, the management of a company, meetings of shareholders and directors, voting rights at such meetings, the composition of the board of directors and the dividend … A Shareholders Agreement is setup to protect the shareholders of a Company. The managing director's duties shall include the signature of all instruments and documents relating to the day-to-day activities of the Company or the delegation of such authority in a manner which ensures its continuance to the satisfaction of the board, and the exercise of powers expressly conferred upon him by the board. This shareholders’ agreement IS NOT compatible with a MOI that is drafted in favour of directors’ rights, for example the short-standard form of CIPC MOI. The Acceding Party confirms that it has been supplied with a copy of the South African Shareholders’ Agreement and covenants and undertakes with all present parties to the South African Shareholders’ Agreement (whether original or by accession) (“Parties”) to observe, perform and be bound by the South African Shareholders’ Agreement so that the Acceding … Each director shall have 1 (one) vote. Sample business partnership agreements. Also, it includes a provision which states that you must base all decisions by discussion and consensus. 13.4. The chairman of the Company shall be elected annually by the Shareholders in general meeting and shall, ipso facto be chairman of the board. Meetings of Shareholders shall be convened in accordance with the Articles of Association of the Company. The receipt by any Party of a notice calling for arbitration in terms of this clause shall constitute the service of a process for the purposes of interruption of prescription in terms of Section 15 of the Prescription Act, 1969. 2.2. 6.8. 2.4. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. Each director shall be entitled to appoint (or remove or replace, if it so desires) an alternate director. in the event of any of the Offerees failing or declining to exercise the right to purchase its entitlement to the Offeror's Shares, the remaining Offerees shall be entitled to acquire such Offeree's entitlement to the Shares on offer, either entirely or pro rata, mutatis mutandis as set forth above. The Shareholders Agreement is a vital document and it must cover all the important bases. (a)          the Act – the Companies Act, 1973. Shareholders Deed of Agreement. The Initiating Shareholder may also make an offer to the other Shareholders as a group, and the other Shareholders will either come to an agreement among themselves to buy the Initiating Shareholder’s Shares or will, as a group, elect to sell all of their Shares to the Initiating Shareholder, and the procedure in this Shot Gun Provision will apply. Governing Law and Jurisdiction. shareholders at the Company’s annual general meeting to be held on [x] 2018: Brief explanatory note for the resolution: The Paris Agreement of 2015, agreed to by 197 parties, including South Africa1, commits to holding the increase in the global average temperature “to well below 2˚C above pre-industrial levels and to Unless otherwise provided to the contrary herein, no resolution of the Company shall be valid unless it is passed by at least __% (_________ percent) of the number of votes represented and available to be cast at the relevant general meeting. (f)           the Parties – collectively, the Company and the Shareholders. When an individual is purchasing shares of a company, he needs to obtain from the company a shareholder agreement. Shareholder Resolution Template Uk. The eiusdem generis rule shall not apply and whenever a provision is followed by the word "including" and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned. The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the directors by telefax of the date, place and time thereof. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. Shareholders agreement – South Africa. 24 posts related to Shareholder Resolution Template South Africa. 9.8. You can also see Join Venture Agreement Template. A Shareholders Agreement, is an agreement between the shareholders of the company and between the shareholders and the company itself, and regulates the rights and obligations of the shareholders to each other and to the company, as well as the rights and obligations of the directors appointed by the shareholders. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the directors present shall, subject to the provisions of the Act, be a quorum. Binding Effect. 11.1. A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common.Under the Corporations Act 2001 a Company Constitution is compulsory, while a Shareholders Agreement … The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the Shareholders by telefax of the date, place and time thereof. A shareholders agreement is as useful as the paper it’s written on if it doesn’t contain the one crucial element: shareholder agreement. 9.5. A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. Assignment. The dividends shall be equal to such percentage of the amounts available in law, received by the company by way of income (including dividends or like payments received but excluding any amounts which are capital in nature). h�bbd```b``���@$S�d��H�E �9,�"���u �U��ٌ`�LF���l Y�$�n��-G@dZ HDd���ـ������F��~w 0 ��c 13.3. 1.6. This Agreement, save for the provisions of this clause which shall be of immediate force and effect, is subject to the fulfilment of the following conditions precedent (the "Conditions"): (a)          that a Management Agreement is duly concluded between the Company and each Shareholder; (b)          that a confidentiality and non-disclosure agreement is duly concluded between the Company and each Shareholder; (c)           that the Memorandum/ Articles of Association in the form of Annex "C" hereto shall be adopted by the Company; (d)          _________________________________ [insert additional conditions]. With this in mind, here are six points that you and your shareholders need to discuss while working out the shareholders agreement. No shares shall be issued other than by way of a pro rata rights offer to all the shareholders at the time. The board of directors shall consist of _____ directors. The provisions of this clause constitute an irrevocable consent by the Parties to any of the proceedings contemplated therein and none of the Parties shall be entitled to claim that it is not bound by it and are severable from the remainder of this Agreement and shall remain of full force and effect, notwithstanding any termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever. 10.1. Board meetings shall be held at least ___ (_____) times during every financial year of the Company, provided that any Shareholder shall have the right, on not less than ___ (_____) days' written notice to the Company, to convene additional meetings of the Board. Any reference in this agreement to a party shall, if such party is liquidated or sequestrated, also be applicable to and binding upon that party’s liquidator or trustee, as the case may be. If you need something specific included in your Shareholders Agreement, … If any shareholder shall not follow its rights, he shall be deemed to have renounced same to the other shareholders who do follow their rights in the same proportions as they follow their rights. It should serve as food for thought. A quorum at meetings of Shareholders shall be the respective duly authorised representatives of __% (_________ percent) of the Shareholders. 1.13. Shareholders Agreement. (e)          the Effective Date –  the date indicated above upon which this Agreement became duly signed by all of the Parties hereto. You should not utilize a sample without consulting a legal expert. The power to declare dividends or make other payments to shareholders shall vest in the shareholders. 6.2. 13.2. 6.7. %%EOF 7.2. The Company will endeavour to obtain whatever additional working capital it may require from time to time from its own resources and/or from external or other banking sources. Nevertheless, at any meeting of the board, each director shall be entitled to exercise such number of votes as equates to the number of shares held by the Shareholder that appointed him at the date of the meeting concerned (in the event that two or more directors were appointed by the same shareholder, their number of votes shall not be accumulated). Our wide range of shareholder agreement samples are ideal for this purpose. LegalWise offers a free South African partnership agreement template. 1.8. endstream endobj 1920 0 obj <. (iii) ‘Agreement ’ means this Shareholders Agreement together with the Annexures, Schedules and Appendices thereto. 9.4. 13.5. Disclaimer: This website is intended for educational puposes only.The contract samples, agreement samples and legal information presented herein are illustrative materials only. Pages: 2 Page(s) If no chairman is elected, or the elected chairman is not present within five minutes of the time fixed for the meeting or is unwilling to preside, those directors in attendance may usually elect one of their number as chairman of the meeting. These agreements do just that, covering a large range of matters, simply and logically. 1.2. The purpose behind the contract is to be certain that all the shareholders are treated equally and at the same time, their certain rights will be protected. 6.2. (v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks are open for normal banking business in Bhopal. A shareholder agreement or also called as the stockholders’ agreement is a written contract among the company's shareholders. 12.1. 10.5. Apply below or call us toll-free. The headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause hereof. WHAT IS OUR TEMPLATE SHAREHOLDERS AGREEMENT? Page 1 of 11 SHAREHOLDERS AGREEMENT This Shareholders Agreement (the “Agreement”) is made and effective [DATE], BETWEEN: [Bizxcel Holdings (PTY)Ltd] (the "Corporation"), a corporation organized and existing under the laws of the [South africa], with its head office located at: 7.5. Neither Party may assign, sell, license, grant, dispose or otherwise transfer any of its rights and obligations under this Agreement, or any part thereof, without the prior written consent of the other Party. At any general meeting of the Company, each Shareholder shall be entitled to exercise such number of votes as equates to the number of Shares held by such Shareholder at the date of the meeting concerned. Each of the Offerees shall be entitled to take up such proportion of the Offeror's Shares as is in proportion to such Offeree's shareholding in the Company at the time. The provisions of the Arbitration Act, 1965 shall apply to this arbitration. 11.5. Where a period consisting of a number of days is prescribed, it shall be determined by excluding the first and including the last day, unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. 12.2. 10.2. No professional relationship is implied or otherwise established by reading this document. The Offer Notice shall only be capable of being given in respect of the entire shares of the Offeror and shall not be revocable until the expiry of the Acceptance Period (as defined below). A South Africa law compliant template Shareholders Agreement customisable and ready to use out of the box When setting up a company, whether it be with family, friends, strangers or business acquaintances, it is all too often assumed that nothing will go wrong in the future of the company. Modification; Waiver. On the 3rd (third) business day succeeding that upon which it received the Acceptance Notice (the "Closing Date"), the Offeror shall deliver to the auditors of the company the share certificates relating to the shares, together with transfer forms (in blank as to transferee) duly signed by the registered holders thereof and currently dated, a written cession of the Claims (in blank as to transferee) duly signed by the Offeror and currently dated, and the written resignation of all of the Offeror's nominees as directors of the Company. 8.3. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the registered and beneficial owner of the number 2.1. Each Shareholder undertakes to vote in favour of the other Shareholders' appointments, removals or replacements of alternate directors. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the Shareholders present shall, subject to the provisions of the Act, be a quorum. 11.3. All amounts referred to in this Agreement are exclusive of Value-added Tax (as defined in the Value-added Tax Act, 1991). The chairman shall not have a casting vote at meetings of the board in case of quality of votes. Note that ideally, the written agreement you use should be tailored to your particular partnership and business. 1.7. (c)           natural persons include created entities (corporate or unincorporated) and the state and vice versa. All repayments by the company to the shareholders shall be made pro rata to their respective loan accounts but to the extent that any shareholder's loan account exceeds its/his pro rata share based on its/his shareholding in the company such excess shall first be repaid. Size: 114.3 KB . h�b```������@(�����1�Ӕ&��� �=;R8:�5+�-��L�;ԧp�3�=�E��W1s���wpY0u�Q�q�ӕ�� ���1�ΠIK5���,�� TEMPLATE SHAREHOLDERS AGREEMENT . The annexes of this Agreement are incorporated herein and shall have the same force and effect as if they were in the body of this Agreement; 1.5. File Type: pdf . Within these agreements, the corporation lays out its expectations of the shareholders' behavior and obligations and the shareholders … endstream endobj startxref Anything that is not part of the Founding Memorandum (ME) must be covered by the shareholders` pact. 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. It takes over where company law stops. The Offerees shall have the right, for a period of __ (_______) days after receipt of the Offer Notice (the "Acceptance Period"), to purchase the Offeror's shares by an unconditional written notice to that effect (the "Acceptance Notice") to the Offeror no later than the end of the Acceptance Period. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. Dispute Resolution. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. Pages: 13 Page(s) Shareholders' Agreement Guide. Where figures are referred to in numerals and words, in the event of any conflict between the two, the words shall prevail; 1.9. The shareholders agree that if any shareholder does not have the finances to follow its rights the undertaking of a rights issue shall not constitute unfairly prejudicial, unjust or inequitable conduct. Shareholders Agreement Template South Africa Posted by:Admin A shareholder pact can be prepared at reasonable prices and will save a considerable amount of legal fees and litigation on the line. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. Any Party may by notice to the others change the physical address chosen as its domicilium citandi et executandi to another physical address in the Republic of South Africa, or its telefax number, or its Email provided that the change shall only become effective on the seventh day after receipt of the notice by the addressees. Just using a Shareholder Agreement template is dangerous. Divorce, Separation & Property Settlement, Prenuptial, Postnuptial & Marital Agreements, Cohabitation, Living Together & Non-Marital Partners, Copyright Assignment & Transfer Agreements. Easy to download and printable, the shareholder templates are available in Word, PDF and Excel formats. Insane Twice Baked Potatoes Recipe, Elaine's Big Salad, 1 Bhk Flat In Mohali For Sale, Do Turtles Have Tails, Plum Slate Chippings 40mm Wickes, Restaurants In Stratford, Ct, Explain Why Personal Hygiene Is Important, Beinn Fhada And A Ghlas-bheinn, Meaning Of Values, St Francis Hospital Colorado Springs, Travel Berkeley Springs, " />
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shareholders agreement template south africa

A quorum at meetings of board shall be the respective duly authorised representatives of 75% (_________ percent) of the number of votes represented and available to be cast at the relevant board meeting. The board of directors shall consist of _____ directors. This Agreement represent and constitute the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements and understandings, oral or written, with respect to its subject matter. 1.11. SHAREHOLDER 2: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 3. This Agreement shall be binding on the Parties their heirs, assigns and successors-in-title. A Shareholders Agreement is a contract between some or all of the shareholders in a company.In many cases, the company is also a party to the Agreement. Source: Ooreenkoms - South Africa Agreements. Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax or email. Where one of the Shareholders (hereinafter, the "Offeror") desires or proposes in any way to dispose of its shares, he shall give written notice (the "Offer Notice") to the other Shareholders (the "Offerees") in which it shall specify that it wishes to dispose of all its shares in the Company and its claims on loan account against the Company. Each Shareholder undertakes (to the extent that it has not already done so) to lend and advance to the Company an amount of R_______ forthwith after the Effective Date. The Contractzone Shareholders Agreement is drafted by a team of experienced lawyers. 6.5. (b)          the Agreement – collectively, this Shareholders' Agreement and its Annexes; (c)           the Business – the principal business activity of the Company, namely: _____________________________________ [insert purposes of the company and areas of activity]. 9.3. The shareholders shall procure that the company shall, in respect of each of its financial years, pay dividends. You should always seek the advice of your legal professional. SHAREHOLDER 3: Full Name: LawLive is the easy way to create professional legal documents in minutes. modules of not less than 10 (ten) shares per shareholder and will be limited to not more than 10 shareholders. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement at the date first above written. 9.7. 6.1. The Parties shall use their best endeavours to procure the fulfilment of the Conditions as soon as possible after the Effective Date. 6.4. Each Shareholder … (d)          the Company – _________________________________________ [insert company and number]. As soon as practicable after the Effective Date, the Parties shall take such steps as may be necessary to procure that the Company's share capital structure corresponds with the following:-. But not anymore. 7.4. It should not be used or relied upon for any purpose, does not represent a recommendation or endorsement and is not a substitute for professional legal advice. The purchase price in respect of the Offeror's shares shall be the value of the company (as determined by the company's auditors) multiplied by the number of Offerorws shares and divided by the total number of shares of the company. For: _____________________ [shareholder 1], Signatory, who warrants that he/she is duly authorised hereto, Date: ___________________      Witness: _____________________, For: _____________________ [shareholder 2], For: _____________________ [shareholder 3]. 12.7. %PDF-1.7 %���� Unless the context indicates a contrary intention -. 1919 0 obj <> endobj Should no acceptance notice be received prior to the expiry of the Acceptance Date the Offerees' right to acquire the Offeror's Shares in terms of the Offer Notice shall ipso facto lapse and be of no further force or effect whatsoever and the Offeror may sell his shares to third parties. Should the condition not be fulfilled by __________, then and in such event this Agreement shall be and become null and void and the parties shall be obliged to restore each other, as reciprocal obligations, as near as possible to the status quo ante as at the Effective Date. Each party shall bear its own costs incidental to the negotiation, preparation, conclusion and implementation of this Agreement. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. Upon timeous receipt of the Acceptance Notice, a contract shall be deemed to have been concluded between the Offeror and the Offerees for the sale of all of the Offeror's shares. 1.14. This Agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. Despite the above, no dividends shall be paid until such time as all shareholders’ loans and any interest thereon, if applicable, and all amounts owing to funders of the company have been paid. (b) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid immediately upon the receipt by the Corporation of the proceeds of any insurance on the life of a deceased shareholder owned by and payable to the Corporation, to the extent of such proceeds. The arbitration will be held in ____________. 7.1. View all Shareholders Agreement documents » ... - Hire Terms and Conditions Template. Nothing contained in this Agreement shall be construed as constituting any of the Shareholders as the partner/s of any of the other/s of them or any Shareholder/s as the agent/s of either the Company or any of the other Shareholder/s. Copyright © 2010. 1941 0 obj <>/Filter/FlateDecode/ID[<754438FFAE0E254F9DA60C9D5DD4C608>]/Index[1919 41]/Info 1918 0 R/Length 111/Prev 346873/Root 1920 0 R/Size 1960/Type/XRef/W[1 3 1]>>stream No claim to contract samples and agreement samples derived from other websites. A shareholder agreement deals with the relationship between shareholders and the relationship of shareholders with the company. The chairman of the Company from time to time shall act as chairman of any general meeting of the Company and shall not have a casting vote in case of quality of votes. The contra proferentem rule shall not apply and accordingly none of the provisions hereof shall be construed against or interpreted to the disadvantage of the party/ies responsible for the drafting or preparation of such provision. The shareholders shall take such steps as may be necessary to alter the memorandum and articles of association of the company so as to reflect the provisions of this agreement. 8.1. 7.3. Because they set out the rights of one shareholder against another, both majority and minority owners will want comprehensive agreements to protect their interests and investment in the company. (iv) ‘Board ’ means the Board of Directors of the Company. Entire Agreement. 3.1. The payment of dividends is subject to the directors of the company being reasonably satisfied as to the requirements of solvency and liquidity having been adhered to as required in terms of the Act, and subject to the shareholders being reasonably satisfied in good faith as to the requirement of prudence as regards the company having been adhered to. 13.6. (g)          the Shareholders – collectively, all of the registered shareholders of the Company from time to time. Our Attorney can create a Custom Shareholders Agreement for your Company for only R1290. 13.7. If any provision of the Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly affects the parties’ intent in entering into this Agreement. Any appointment or removal of a director shall be made on written notice to the Company's registered office, signed by the concerned Shareholder. Each shareholder undertakes to guarantee, jointly, the obligations of the Company to third parties as shall be necessary to enable the company to conduct its business from time to time and hereby indemnify each other pro-rata to their respective shareholdings in the Company. It is by no means perfect and reflects the biases and priorities of the writer. In terms of the South African … A shareholders agreement is an essential document to confirm the rights of the shareholders, one against another and against other stakeholders in the business, and to set out how the shareholders intend to operate the company. 10.3. Each Shareholder shall be entitled to appoint 1 (one) director to the board, with the right to remove or replace or fill any vacancy in respect of such director. Severability. 9.1. SHAREHOLDER 1: Full Name: Registration Number/Identity Number: Physical address: Email address: Number and class of Shares: 2. Any dispute relating to this Shareholder Agreement, or arising out of … (a)          delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; (b)          sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seveth) business day after posting (unless the contrary is proved); (c)           sent by telefax to it at a telefax number chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved); (d)          sent by e-mail to it at an email address chosen as its domicilium citandi et executandi, shall be deemed to have been received on the date of despatch (unless the contrary is proved). This document is intended for informational purposes and to illustrate the diversity of written agreements only. 12.4. Agreement Sample assumes no liability for the content of this document or for any action or inaction taken as a result of it. 6.6. 1.3.        the following words and expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings. Shareholder Agreement Template South Africa. 1.10. 9.6. The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses: (a)          For _______________[Shareholder 1]: (b)          For _______________[Shareholder 2]: (c)           For _______________[Shareholder 3]: 11.2. Relationship of the Parties. Size: 898.15 KB . 2.3. 9.1. This Shareholders Agreement is made and entered into on this ___ day of ________,  201__, by and between: _________________________ [shareholder 1], _________________________ [shareholder 2], _________________________ [shareholder 3]. 0 10.6. 12.8. 11.4 Cession of rights A Shareholder Agreement, also sometimes called a Stockholder Agreement, is a document between a corporation and its shareholders.In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. It deals with the ownership of shares, the disposition and alienation of shares, the management of a company, meetings of shareholders and directors, voting rights at such meetings, the composition of the board of directors and the dividend … A Shareholders Agreement is setup to protect the shareholders of a Company. The managing director's duties shall include the signature of all instruments and documents relating to the day-to-day activities of the Company or the delegation of such authority in a manner which ensures its continuance to the satisfaction of the board, and the exercise of powers expressly conferred upon him by the board. This shareholders’ agreement IS NOT compatible with a MOI that is drafted in favour of directors’ rights, for example the short-standard form of CIPC MOI. The Acceding Party confirms that it has been supplied with a copy of the South African Shareholders’ Agreement and covenants and undertakes with all present parties to the South African Shareholders’ Agreement (whether original or by accession) (“Parties”) to observe, perform and be bound by the South African Shareholders’ Agreement so that the Acceding … Each director shall have 1 (one) vote. Sample business partnership agreements. Also, it includes a provision which states that you must base all decisions by discussion and consensus. 13.4. The chairman of the Company shall be elected annually by the Shareholders in general meeting and shall, ipso facto be chairman of the board. Meetings of Shareholders shall be convened in accordance with the Articles of Association of the Company. The receipt by any Party of a notice calling for arbitration in terms of this clause shall constitute the service of a process for the purposes of interruption of prescription in terms of Section 15 of the Prescription Act, 1969. 2.2. 6.8. 2.4. Symultaniously, on the Closing Date, the entire purchase price in respect of the Offeror's Shares shall be paid by the Offerees. Each director shall be entitled to appoint (or remove or replace, if it so desires) an alternate director. in the event of any of the Offerees failing or declining to exercise the right to purchase its entitlement to the Offeror's Shares, the remaining Offerees shall be entitled to acquire such Offeree's entitlement to the Shares on offer, either entirely or pro rata, mutatis mutandis as set forth above. The Shareholders Agreement is a vital document and it must cover all the important bases. (a)          the Act – the Companies Act, 1973. Shareholders Deed of Agreement. The Initiating Shareholder may also make an offer to the other Shareholders as a group, and the other Shareholders will either come to an agreement among themselves to buy the Initiating Shareholder’s Shares or will, as a group, elect to sell all of their Shares to the Initiating Shareholder, and the procedure in this Shot Gun Provision will apply. Governing Law and Jurisdiction. shareholders at the Company’s annual general meeting to be held on [x] 2018: Brief explanatory note for the resolution: The Paris Agreement of 2015, agreed to by 197 parties, including South Africa1, commits to holding the increase in the global average temperature “to well below 2˚C above pre-industrial levels and to Unless otherwise provided to the contrary herein, no resolution of the Company shall be valid unless it is passed by at least __% (_________ percent) of the number of votes represented and available to be cast at the relevant general meeting. (f)           the Parties – collectively, the Company and the Shareholders. When an individual is purchasing shares of a company, he needs to obtain from the company a shareholder agreement. Shareholder Resolution Template Uk. The eiusdem generis rule shall not apply and whenever a provision is followed by the word "including" and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned. The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the directors by telefax of the date, place and time thereof. Neither the waiver by any of the Parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. Shareholders agreement – South Africa. 24 posts related to Shareholder Resolution Template South Africa. 9.8. You can also see Join Venture Agreement Template. A Shareholders Agreement, is an agreement between the shareholders of the company and between the shareholders and the company itself, and regulates the rights and obligations of the shareholders to each other and to the company, as well as the rights and obligations of the directors appointed by the shareholders. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the directors present shall, subject to the provisions of the Act, be a quorum. Binding Effect. 11.1. A Shareholders Agreement is different from a Company Constitution, although the two documents have many things in common.Under the Corporations Act 2001 a Company Constitution is compulsory, while a Shareholders Agreement … The Company shall be obliged, in relation to any such adjourned meeting, to forthwith notify the Shareholders by telefax of the date, place and time thereof. A shareholders agreement is as useful as the paper it’s written on if it doesn’t contain the one crucial element: shareholder agreement. 9.5. A shareholder agreement template provides certainty and clarity with regards to what you can or can do in the company. Assignment. The dividends shall be equal to such percentage of the amounts available in law, received by the company by way of income (including dividends or like payments received but excluding any amounts which are capital in nature). h�bbd```b``���@$S�d��H�E �9,�"���u �U��ٌ`�LF���l Y�$�n��-G@dZ HDd���ـ������F��~w 0 ��c 13.3. 1.6. This Agreement, save for the provisions of this clause which shall be of immediate force and effect, is subject to the fulfilment of the following conditions precedent (the "Conditions"): (a)          that a Management Agreement is duly concluded between the Company and each Shareholder; (b)          that a confidentiality and non-disclosure agreement is duly concluded between the Company and each Shareholder; (c)           that the Memorandum/ Articles of Association in the form of Annex "C" hereto shall be adopted by the Company; (d)          _________________________________ [insert additional conditions]. With this in mind, here are six points that you and your shareholders need to discuss while working out the shareholders agreement. No shares shall be issued other than by way of a pro rata rights offer to all the shareholders at the time. The board of directors shall consist of _____ directors. The provisions of this clause constitute an irrevocable consent by the Parties to any of the proceedings contemplated therein and none of the Parties shall be entitled to claim that it is not bound by it and are severable from the remainder of this Agreement and shall remain of full force and effect, notwithstanding any termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever. 10.1. Board meetings shall be held at least ___ (_____) times during every financial year of the Company, provided that any Shareholder shall have the right, on not less than ___ (_____) days' written notice to the Company, to convene additional meetings of the Board. Any reference in this agreement to a party shall, if such party is liquidated or sequestrated, also be applicable to and binding upon that party’s liquidator or trustee, as the case may be. If you need something specific included in your Shareholders Agreement, … If any shareholder shall not follow its rights, he shall be deemed to have renounced same to the other shareholders who do follow their rights in the same proportions as they follow their rights. It should serve as food for thought. A quorum at meetings of Shareholders shall be the respective duly authorised representatives of __% (_________ percent) of the Shareholders. 1.13. Shareholders Agreement. (e)          the Effective Date –  the date indicated above upon which this Agreement became duly signed by all of the Parties hereto. You should not utilize a sample without consulting a legal expert. The power to declare dividends or make other payments to shareholders shall vest in the shareholders. 6.2. 13.2. 6.7. %%EOF 7.2. The Company will endeavour to obtain whatever additional working capital it may require from time to time from its own resources and/or from external or other banking sources. Nevertheless, at any meeting of the board, each director shall be entitled to exercise such number of votes as equates to the number of shares held by the Shareholder that appointed him at the date of the meeting concerned (in the event that two or more directors were appointed by the same shareholder, their number of votes shall not be accumulated). Our wide range of shareholder agreement samples are ideal for this purpose. LegalWise offers a free South African partnership agreement template. 1.8. endstream endobj 1920 0 obj <. (iii) ‘Agreement ’ means this Shareholders Agreement together with the Annexures, Schedules and Appendices thereto. 9.4. 13.5. Disclaimer: This website is intended for educational puposes only.The contract samples, agreement samples and legal information presented herein are illustrative materials only. Pages: 2 Page(s) If no chairman is elected, or the elected chairman is not present within five minutes of the time fixed for the meeting or is unwilling to preside, those directors in attendance may usually elect one of their number as chairman of the meeting. These agreements do just that, covering a large range of matters, simply and logically. 1.2. The purpose behind the contract is to be certain that all the shareholders are treated equally and at the same time, their certain rights will be protected. 6.2. (v) ‘Business Day ’ shall mean a day other than Saturday and Sunday on which banks are open for normal banking business in Bhopal. A shareholder agreement or also called as the stockholders’ agreement is a written contract among the company's shareholders. 12.1. 10.5. Apply below or call us toll-free. The headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause hereof. WHAT IS OUR TEMPLATE SHAREHOLDERS AGREEMENT? Page 1 of 11 SHAREHOLDERS AGREEMENT This Shareholders Agreement (the “Agreement”) is made and effective [DATE], BETWEEN: [Bizxcel Holdings (PTY)Ltd] (the "Corporation"), a corporation organized and existing under the laws of the [South africa], with its head office located at: 7.5. Neither Party may assign, sell, license, grant, dispose or otherwise transfer any of its rights and obligations under this Agreement, or any part thereof, without the prior written consent of the other Party. At any general meeting of the Company, each Shareholder shall be entitled to exercise such number of votes as equates to the number of Shares held by such Shareholder at the date of the meeting concerned. Each of the Offerees shall be entitled to take up such proportion of the Offeror's Shares as is in proportion to such Offeree's shareholding in the Company at the time. The provisions of the Arbitration Act, 1965 shall apply to this arbitration. 11.5. Where a period consisting of a number of days is prescribed, it shall be determined by excluding the first and including the last day, unless the last day falls on a Saturday, Sunday or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday. 12.2. 10.2. No professional relationship is implied or otherwise established by reading this document. The Offer Notice shall only be capable of being given in respect of the entire shares of the Offeror and shall not be revocable until the expiry of the Acceptance Period (as defined below). A South Africa law compliant template Shareholders Agreement customisable and ready to use out of the box When setting up a company, whether it be with family, friends, strangers or business acquaintances, it is all too often assumed that nothing will go wrong in the future of the company. Modification; Waiver. On the 3rd (third) business day succeeding that upon which it received the Acceptance Notice (the "Closing Date"), the Offeror shall deliver to the auditors of the company the share certificates relating to the shares, together with transfer forms (in blank as to transferee) duly signed by the registered holders thereof and currently dated, a written cession of the Claims (in blank as to transferee) duly signed by the Offeror and currently dated, and the written resignation of all of the Offeror's nominees as directors of the Company. 8.3. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the registered and beneficial owner of the number 2.1. Each Shareholder undertakes to vote in favour of the other Shareholders' appointments, removals or replacements of alternate directors. If, within 30 (thirty) minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week, at the same time and place or, if that day is a public holiday, to the next succeeding business day and if at such adjourned meeting a quorum is not present within 30 (thirty) minutes after the time appointed for the said meeting, the Shareholders present shall, subject to the provisions of the Act, be a quorum. 11.3. All amounts referred to in this Agreement are exclusive of Value-added Tax (as defined in the Value-added Tax Act, 1991). The chairman shall not have a casting vote at meetings of the board in case of quality of votes. Note that ideally, the written agreement you use should be tailored to your particular partnership and business. 1.7. (c)           natural persons include created entities (corporate or unincorporated) and the state and vice versa. All repayments by the company to the shareholders shall be made pro rata to their respective loan accounts but to the extent that any shareholder's loan account exceeds its/his pro rata share based on its/his shareholding in the company such excess shall first be repaid. Size: 114.3 KB . h�b```������@(�����1�Ӕ&��� �=;R8:�5+�-��L�;ԧp�3�=�E��W1s���wpY0u�Q�q�ӕ�� ���1�ΠIK5���,�� TEMPLATE SHAREHOLDERS AGREEMENT . The annexes of this Agreement are incorporated herein and shall have the same force and effect as if they were in the body of this Agreement; 1.5. File Type: pdf . Within these agreements, the corporation lays out its expectations of the shareholders' behavior and obligations and the shareholders … endstream endobj startxref Anything that is not part of the Founding Memorandum (ME) must be covered by the shareholders` pact. 36] of signing the shareholders Agreement for the first time, unless otherwise agreed in writing by the Partners holding at least 90% of the shares of the Company. It takes over where company law stops. The Offerees shall have the right, for a period of __ (_______) days after receipt of the Offer Notice (the "Acceptance Period"), to purchase the Offeror's shares by an unconditional written notice to that effect (the "Acceptance Notice") to the Offeror no later than the end of the Acceptance Period. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. Dispute Resolution. Any dispute or claim arising out of or in connection with this Agreement, including regarding its existence, validity or termination, shall be submitted to the ______________ Court, that shall have sole and exclusive jurisdiction. Pages: 13 Page(s) Shareholders' Agreement Guide. Where figures are referred to in numerals and words, in the event of any conflict between the two, the words shall prevail; 1.9. The shareholders agree that if any shareholder does not have the finances to follow its rights the undertaking of a rights issue shall not constitute unfairly prejudicial, unjust or inequitable conduct. Shareholders Agreement Template South Africa Posted by:Admin A shareholder pact can be prepared at reasonable prices and will save a considerable amount of legal fees and litigation on the line. The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. Any Party may by notice to the others change the physical address chosen as its domicilium citandi et executandi to another physical address in the Republic of South Africa, or its telefax number, or its Email provided that the change shall only become effective on the seventh day after receipt of the notice by the addressees. Just using a Shareholder Agreement template is dangerous. Divorce, Separation & Property Settlement, Prenuptial, Postnuptial & Marital Agreements, Cohabitation, Living Together & Non-Marital Partners, Copyright Assignment & Transfer Agreements. Easy to download and printable, the shareholder templates are available in Word, PDF and Excel formats.

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