Shareholders Agreement for Close Corporation

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					This is an agreement between the shareholders of a close corporation to establish rules
and guidelines of stock ownership. This agreement defines the shareholders voting
rights, the procedure for a transfer of shares, the number of votes required to approve
an action, and which events require a mandatory transfer of shares. This agreement
can be used by the shareholders of a small business to establish a uniform and
consistent policy between the shareholders.
                            SHAREHOLDERS’ AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Names of All
Shareholders], ___________ [Instruction: Insert Name of Shareholder] (each of whom is
sometimes referred to hereinafter individually as "Shareholder" and collectively as
“Shareholders”) and ___________ [Instruction: Insert Corporation name] (“Corporation”), a
___________ [Instruction: Insert State] corporation.

WHEREAS, the Corporation was incorporated on ___________ [Instruction: Insert Filing
Date of Articles of Incorporation], and the Corporation’s Articles of Incorporation (the
“Articles”) authorized a total of authorized a total of ___________ (________)[Instruction:
Insert Amount] shares of Common Stock of ___________ Dollars ($___) [Instruction: Insert
Amount] par value (each a “Share”), which definition shall include all shares of common stock,
of Corporation, whether now or hereafter authorized or existing);

 WHEREAS, the Shareholders desire to enter into an agreement with respect to the transfer of
Shares, the management of the Corporation and the terms under which each Shareholder would
render services to the Company and certain other matters.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it
is agreed as follows:

1. Business of the Corporation. The Corporation shall be entitled to conduct any lawful activity
for which a corporation may be organized under the law of the State of ___________
[Instruction: Insert State]. In addition, the Corporation may engage in such other activities as
authorized in the Articles of Incorporation and as the Shareholders may mutually agree.

2. Articles and Bylaws. The Articles were filed in the office of the Secretary of State of
___________ [Instruction: Insert State] on ___________ [Instruction: Insert Date], and the
Bylaws of the Corporation were adopted on ___________ [Instruction: Insert Date]. The
Shareholders hereby assent to the Articles and the Bylaws and agree that they are the current
governing documents of the Corporation.

3. Directors. The directors of the Corporation have been, and shall continue to be, the
following persons at the following addresses, until otherwise agreed by the Shareholders:

       DIRECTOR                      ADDRESS
       ___________ [Instruction:     ___________ [Instruction: Insert Address]
       Insert Name]
       ___________ [Instruction:     ___________ [Instruction: Insert Address]
       Insert Name]
       ___________ [Instruction:     ___________ [Instruction: Insert Address]
       Insert Name]
4. Officers. The officers of the Corporation have been, and shall continue to be, the following
persons at the following addresses, until otherwise agreed by the Shareholders or the board of
directors of the Corporation:

OFFICER                      OFFICE                 ADDRESS
___________ [Instruction:    President              ___________       [Instruction:     Insert
Insert Name]                                        Address]
___________ [Instruction:    Vice President         ___________       [Instruction:     Insert
Insert Name]                                        Address]
___________ [Instruction:    Secretary              ___________       [Instruction:     Insert
Insert Name]                                        Address]
___________ [Instruction:    Treasurer              ___________       [Instruction:     Insert
Insert Name]                                        Address]

5. Shareholder Actions.

    A. Approval of Actions by Super-Majority Vote. The following actions shall require the
written approval of the holders of not less than ___________ percent (___%) [Instruction:
Insert percentage] of the outstanding Shares of the Corporation entitled to vote:

      i.    ___________ [Instruction: Insert Acts which Shareholders desire Super-
Majority, which may include, among others: Amend the Bylaws of the Corporation;
Employment of officers as set forth in this Agreement; Execution of contracts which cannot
be performed within one (1) year from the date of execution or involve extraordinary
commitments on the part of the Corporation; Change of the general type of business
activity of the Corporation; Entry into a partnership or similar business relationship]

     ii.   ___________ [Instruction: Insert Super-Majority Act]

   B. Approval of All Shareholders. The written consent of all of the Shareholders shall be
required to approve the following actions:

     i.   ___________ [Instruction: Insert Acts which Shareholders desire Unanimous
Consent, which may include, among others: Mergers or consolidations involving the
Corporation; Amendment or repeal of the Articles; Issuance of Shares of the Corporation
or other rights relating thereto; Transfer of all, or substantially all, the assets of the
Corporation; Amendment of this Agreement; Voluntary Dissolution of the Corporation]

     ii.   ___________ [Instruction: Insert Unanimous Act]

6. Contracts. The Shareholders will each endeavor to use their reasonable efforts to provide
that major contracts will be signed by at least ___________ (___) [Instruction: Insert Number]
of the Shareholders.

7. Expenses and Reimbursements.
    A. Organizational Expenses. The Shareholders shall separately pay their respective
expenses in connection with the preparation, execution, and performance of this Agreement;
provided, however, that the expenses incurred by the parties in connection with this Agreement
shall be repaid to the parties by the Corporation as part of its expenses of formation and
organization. In addition to the foregoing expenses, the Corporation has borne, and shall
continue to bear, all other expenses relating to its formation and organization, such as
incorporation fees and costs, as well as all expenses related to the issuance of its Shares.

    B. Salary; Reimbursement. No individual reimbursement for personal expenditures,
including, but not limited to, any automobile expenses or medical expenses, shall be paid by the
Corporation unless authorized by the board of directors.

8. Legend on Shares. All existing certificates for Shares subject to this Agreement shall be
temporarily surrendered to the Corporation for endorsement of the following legend on their
face, which legend shall likewise be endorsed upon all certificates for Shares subject to this
Agreement which shall hereafter be issued:

       The Shares of stock represented by this certificate are subject to, and are transferable only
       upon compliance with that certain Shareholders' Agreement dated ___________
       [Instruction: Insert Date of Agreement], by and among ___________ [Instruction:
       Insert Shareholders’ Names] and the Corporation, the provisions of which are
       incorporated herein by reference. A copy of said Agreement is on file in the office of the
       Corporation.

9. Restriction on Transfer of Shares.

    A. Each Shareholder agrees that he will not assign, transfer, sell, exchange, convey, dispose,
pledge, hypothecate or encumber whatsoever, whether voluntary or by operation of law, of any
of his right, title or interest in the Shares (“Transfer”), without the prior written consent of the
Corporation and the other Shareholders.

    B. Notwithstanding the foregoing, any Shareholder may Transfer any or all of his Shares to
a third party transferee, without the prior written consent of the Corporation or the other
Shareholders provided that that the Shareholder who seeks to Transfer his shares (the “Offering
Shareholder”) complies with the following procedure:

      i.   The Offering Shareholder shall deliver a written offer (the “Offer"\”) to the
Corporation specifying the number of Shares (the “Offered Shares”), the name and address of the
prospective transferee, and the proposed price and the other terms of the transfer.

     ii. For a period of thirty (30) days following the Corporation’s receipt of the Offer (the
“Corporate Offer Period”), the Corporation shall have the right, but not the obligation, to
repurchase all (and not less than all) of the Offered Shares upon the price and terms set forth in
the Offer.
    iii. In the event the Corporation fails to repurchase all (and not less than all) of the
Offered Shares during the Corporate Offer Period, the Offering Shareholder shall deliver the
Offer to the non-offering Shareholders (the “Non-Offering Shareholders”).

     iv.    For a period of thirty (30) days following the Non-Offering Shareholder’s receipt of
the Offer (the “First Shareholder Offer Period”), each Non-Offering Shareholder shall have the
right, but not the obligation, to purchase a proportionate number of Offered Shares equal to such
Shareholder's proportionate interest in the Corporation ("Proportionate Share"), upon the price
and terms set forth in the Offer;

       v. In the event that any Non-Offering Shareholder fails to purchase his full
Proportionate Share of the Offered Shares during the First Shareholder Offer Period, for a period
of fifteen (15) days thereafter (the “Second Shareholder Offer Period”), all un-purchased Offered
Shares may be purchased by the other Non-Offering Shareholders proportionately, upon the
price and terms set forth in the Offer.

    vi.    In the event that any of the Offered Shares still remain un-purchased following the
Second Shareholder Offer Period, for a period of fifteen (15) days thereafter (the “Third
Shareholder Offer Period”), any of the Non-Offering Shareholders may purchase any or all
remaining Offered Shares, upon the price and terms set forth in the Offer.

    vii.    For a period of ninety (90) days following the Third Shareholder Offer Period (the
“Transferee Offer Period”), any of the Offered Shares that have not been purchased by the
Corporation or the Non-Offering Shareholders, may be Transferred to the prospective transferee
named in the Offer according to the exact terms and conditions of the Offer; provided, that the
transferee executes and becomes a party to this Agreement in accordance with the terms hereof,
and agree to receive and hold said Shares subject to all of the provisions and restrictions
contained in this Agreement.

   viii. In the event that the Offering Shareholder fails to Transfer the Offered Shares to the
prospective transferee within the Transferee Offer Period, all such un-transferred Shares shall
again become subject to the terms and restrictions of this Agreement.

10. Mandatory Transfer of Shares. Upon the occurrence of any of the events set forth in the
paragraph 8(a) below (each an “Event”) to any Shareholder of the Corporation (the “Event
Shareholder”), the Transfer and purchase of the Shares of the “Event Shareholder”, shall be
subject to the following provisions.

   A. Events. The happening of any the following shall constitute an “Event” hereunder.

      i.   Death of an Event Shareholder, provided the Event Shareholder has not transferred
his Shares by specific gift in his will and/or trust (“Event of Death”)

     ii. A physician or psychiatrist selected by the Corporation declares the Event
Shareholder as insane, incompetent, or disabled due to any physical or mental condition (“Event
of Disability”).
     iii. The happening of an “Event of Bankruptcy” of the Event Shareholder. The following
shall each constitute an “Event of Bankruptcy”: (1) the Event Shareholder makes an assignment
for the benefit of his creditors; (2) a trustee or receiver is appointed for any of the assets or
properties of the Event Shareholder; (3) the Event Shareholder files a voluntary petition of
bankruptcy, consents to the filing of an involuntary petition in bankruptcy against him, or fails to
obtain dismissal of bankruptcy proceedings against him within sixty (60) days following the
commencement thereof; or (4) an attachment or execution is levied upon any of the Shares of the
Corporation held by the Event Shareholder, and not released within ten (10) days thereafter.

     iv.   [Comment. In the event that Shareholders desire to be able to expel other
shareholders Insert: A Shareholder may be expelled as a member of the Corporation upon the
unanimous consent of all Shareholders other than the Shareholder proposed to be expelled,
for any reason whatsoever, effective on the date on which the Shareholders deliver notice of
such expulsion to the expelled Shareholder (“Event of Expulsion”).]

    B. Procedure. The following procedure shall govern how the Event Shareholder’s Shares
shall be Transferred and purchased.

      i.    Within ten (10) days of the occurrence of the Event, the Event Shareholder (or in the
Event of Death of Event of Disability, a representative of the Event Shareholder) shall give
notice to all other Shareholders (the “Remaining Shareholders”), which notice shall describe the
Event (the “Event Notice”).

     ii. For a period of thirty (30) days following receipt of the Event Notice (the “First
Purchase Period”), each of the Remaining Shareholders shall have the right, but not the
obligation, to purchase his Proportionate Share of the Shares owned by the Event Shareholder
immediately prior to happening of the Event.

     iii. In the event that any Remaining Shareholder fails to purchase his full Proportionate
Share of the Event Shareholder's Shares during the First Purchase Period, for a period of fifteen
(15) days thereafter (the “Second Purchase Period”), all un-purchased Shares may be purchased
by the other Remaining Shareholders proportionately.

     iv.   In the event that any of the Event Shareholder's Shares still remain un-purchased
following the Second Purchase Period, for a period of fifteen (15) days thereafter (the “Third
Purchase Period”), any of the Remaining Shareholders may purchase any or all remaining Shares
of the Event Shareholder.

      v. In the event that any of the Event Shareholder’s Shares still remain un-purchased
following the Third Purchase Period, the Event Shareholder (or in the Event of Death of Event of
Disability, a representative of the Event Shareholder) may Transfer the remaining Shares to the
following persons, provided that said persons execute and become parties to this Agreement in
accordance with the terms hereof, and thereby agree to receive and hold said Shares subject to all
of the provisions and restrictions contained in this Agreement.
           (1) In the Event of Death or Event of Disability, the Event Shareholder may Transfer
the remaining Shares to the Event Shareholder’s estate; and

           (2) In the Event of Bankruptcy, the Event Shareholder may Transfer the remaining
Shares for the benefit of creditors or such trusteeship, receivership, or bankruptcy proceedings,
or upon sale or foreclosure under such attachment or levy of execution or lien.

     vi.   Notwithstanding anything to the contrary contained herein:

           (1) In the Event of Death or the Event of Disability, this Agreement shall be binding
upon the Event Shareholder’s heirs, legatees, executors, administrators, conservators, assigns and
successors in interest; and

           (2) In the Event of Bankruptcy, all Transfers and purchases of Shares shall be subject
to approval by the court appointed bankruptcy trustee.

    C. Purchase Price. The purchase price for each of the Event Shareholder’s Shares shall be
determined by agreement between each purchasing Shareholder and the Event Shareholder, or
his representative, on the basis of the fair market value of the Shares, in accordance with
generally accepted accounting principles, consistently applied, at the date of the purchase. The
purchase price for the Shares, shall, at the election of the Event Shareholder, be paid to the Event
Shareholder, or his representative, in a lump sum payment, or pursuant to a promissory note.

11. Mandatory Purchase or Division of Shares upon the Dissolution of Marriage or Separation of
any Shareholder.

    A. Each Shareholder agrees that he will use his best efforts and take all necessary action in
order that any decree of dissolution or divorce, separate maintenance agreement or property
settlement (hereinafter collectively referred to as a “Divorce”) between any Shareholder and that
Shareholder's spouse shall include one of the following two provisions: (i) Either a provision
whereby the Shareholder shall purchase and the Shareholder's spouse shall sell, any interest the
spouse has in the Shareholder's Shares now owned or hereinafter acquired; or (ii) a provision,
pursuant to applicable law, granting to the Shareholder the spouse's Shares as part of the division
of the community property of the marriage.

    B. In the event all or any portion of a Shareholder's Shares are awarded to his spouse
pursuant to a Divorce, such Shareholder (hereinafter referred to as the "Divorced Shareholder")
shall give written notice to the Corporation and all other Shareholders on the date of such award.

    C. In the event any Shares are awarded to a Shareholder's spouse, such Divorced
Shareholder's spouse shall execute and become a party to this Agreement in accordance with the
terms hereof, and thereby agree to receive and hold said Shares subject to all of the provisions
and restrictions contained in this Agreement.

12. After - Acquired Shares.
    A. All of the provisions of this Agreement shall apply to all of the Shares of the Corporation
now owned or which may be issued or transferred hereafter to a Shareholder or to his transferees
in consequence of any additional issuance, purchase, exchange or reclassification of Shares,
corporate reorganization, or any other form of recapitalization, or consolidation or merger, or
Share split, or Share dividend, or which are acquired by a Shareholder.

    B. In the event that the Corporation, during the term of this Agreement shall, by one or more
stock splits, stock dividends, recapitalizations, combination of Shares or other adjustment or any
merger, consolidation or other reorganization, increase or reduce the number of outstanding
Shares of the Corporation, the amounts specified herein to be paid by the Corporation or a
Shareholder to purchase Shares of the Corporation hereunder shall be adjusted proportionately to
give effect to such increase or reduction in the outstanding Shares of the Corporation.

    C. Future shareholders of the Corporation may become parties to this Agreement by
executing a counterpart hereof and all related documents, whereupon each such signing person
shall thereafter be bound by the terms and provisions hereof and all related documents and shall
be entitled to the rights hereunder as though such person had originally executed this Agreement.

13. Distributions.

    A. For the purposes of this Agreement, the net profit or loss of the Corporation for any
accounting period shall be its gross income less the Corporation's expenses during such period,
determined in accordance with generally accepted accounting principles. Gross income shall
include, but shall not be limited to, amounts received upon or in respect of investments of the
Corporation, gains realized upon the sale or disposition of any property, and any other income
received by the Corporation. Expenses shall include, but shall not be limited to, the expenses of
conducting the business, salaries, interest on any loans or borrowings by the Corporation
(including any loans or advances to the Corporation by any Shareholder), taxes and assessments
assessed to the Corporation or levied upon its properties and payable by it, depreciation of and
losses on the Corporation's property (using such method of depreciation as the Shareholders
deem appropriate), bad debts and contingencies for which reserves should properly be
established, and any and all other expenses incidental to the conduct of the business of the
Corporation.

    B. Net profits of the Corporation shall be distributed annually to the Shareholders in
proportion to the number of Shares owned by them, unless: (i) that the making of a distribution
would likely make the Corporation unable to meet its liabilities as they mature, and/or (ii) a
majority of the Shareholders' determine that the Corporation reasonably needs to retain the net
profits to meet its obligations or to maintain a sound financial condition in light of the
Corporation's reasonable financial needs.

14. Termination. This Agreement shall terminate:

    A. Upon the Corporation filing a petition in bankruptcy, or for a receiver for all or any
substantial portion of its property; or if a petition is filed against it and not dismissed within sixty
(60) days from such filing; or upon the Corporation filing a petition for reorganization; or a
petition is filed against it and not discharged within sixty (60) days from such filing; or upon the
Corporation making a general assignment for the benefit of creditors;

   B. Upon the voluntary or involuntary dissolution of the Corporation;

    C. Upon the death of all Shareholders simultaneously or within a period of sixty (60) days of
each other, in which event this Agreement shall terminate upon the death of the first Shareholder
to die; or

   D. Upon all the Shareholders agreeing in writing to such termination.

15. Dissolution.

    A. The Shareholders may terminate the Corporation's business by unanimous consent; at
such point the Corporation shall be dissolved. Upon dissolution of the Corporation, the
Corporation shall cease to carry on business except as necessary to wind up its business and
distribute its assets. The President, or any Shareholder or Shareholders appointed by the
President, shall conduct the winding up procedures and duties including, but not limited to, the
following acts: (i) employing agents and attorneys to liquidate and wind up the affairs of the
Corporation; (ii) continuing the conduct of the business insofar as necessary for the winding up
of the affairs of the Corporation; (iii) carrying out contracts and collecting, paying,
compromising, and settling debts and claims for or against the Corporation; (iv) defending suits
brought against the Corporation; (v) suing, in the name of the Corporation, for all sums due or
owing to the Corporation or to recover any of its property; (vi) collecting any amounts remaining
unpaid on subscriptions to Shares or to recover unlawful distributions; (vii) selling at public or
private sale, exchanging, conveying, or otherwise disposing of all or any part of the assets of the
Corporation for cash in an amount deemed reasonable by the President, or his appointee(s); and
(viii) in general, making contracts and taking any and all steps in the name of the Corporation
which may be proper or convenient for the purpose of winding up, settling, and liquidating the
affairs of the Corporation.

    B. The President, or his appointee(s), shall apply the assets of the Corporation in the
following order: (i) to all debts and liabilities of the Corporation in accordance with the law,
including the expenses of dissolution and liquidation, but excluding any debts owing to a
Shareholder; (ii) to all senior debts owing to a Shareholder in accordance with the terms of any
subordination agreement; (iii) to the accrued and unpaid interest on unsubordinated debts owing
to a Shareholder; (iv) to the principal of unsubordinated debts owing to a Shareholder; (v) to
undistributed net profits of the Corporation, subject to the provisions of this Agreement; (vi) to
repayment of the purchase price of the Shares of the Corporation actually paid by each
Shareholder; and finally (vii) to the Shareholders in proportion to the number of Shares of the
Corporation held by each Shareholder.

16. Insufficient Surplus. If at any time it shall be or become unlawful for the Corporation to
perform any of its obligations under this Agreement because of insufficient surplus or if the
Corporation shall be financially unable to meet its obligations hereunder, then:
   A. The available surplus shall be used in the performance of such obligations to the extent
permitted by law.

    B. The Corporation and the Shareholders shall as rapidly as possible take whatever action
may be lawful and necessary with reference to the capital structure and/or surplus of the
Corporation in order to enable it to perform its obligations hereunder; and such action, by way
of illustration but not of limitation, may include reduction in the capitalization of the Corporation
and/or non-payment of any dividends or interest to or for the benefit of the Shareholders, their
spouses, issue, heirs, personal representatives and/or assigns.

   C. The Corporation's obligation shall continue and become performable from time to time as
and when the performance thereof shall be lawful and financially possible.

17. Life Insurance; Disability Insurance.

    A. The Corporation may obtain at its expense, term life insurance policies on the lives of any
of the Shareholders in such amounts as shall be mutually determined by the Shareholders. The
beneficiary on such insurance policies shall be the Corporation.

   B. The Corporation may also obtain, at its expense, disability income insurance policies on
behalf of any of the Shareholders, in such amounts as shall be mutually determined by the
Shareholders.

    C. The Shareholders each agree to cooperate fully with the Corporation in obtaining the
aforesaid insurance policies including, but not limited to, submitting to the usual and customary
medical and other examinations required therefore, the costs of which shall be reimbursed by the
Corporation.

    D. Upon the purchase of a Shareholder's Shares for any reason other than his death or
disability, or upon termination of the Corporation's business, such Shareholder shall have the
right to purchase from the Corporation each policy of insurance owned by the Corporation and
insuring his life or insuring such disability for a purchase price to be mutually determined in
good faith. This right may be exercised at any time within thirty (30) days after the purchase of
such Shareholder's Shares or the termination of the Corporation's business by payment of the
purchase price to the Corporation. Upon receipt of the purchase price for such policies, the
Corporation shall execute and deliver to such Shareholder all instruments necessary to transfer
said policies.

18. Miscellaneous.

    A. Any notice to be given pursuant to this Agreement shall be deemed effective for all
purposes when delivered personally or when sent by certified mail, return receipt requested, to
the following addresses: (i) if a Shareholder, to the Shareholder’s address, as indicated in the
Corporation’s books and records; (ii) if to the Corporation, to the principal office of the
Corporation; and (iii) or at such other address as the recipient may hereafter designate by notice
given to all other parties in the manner specified in this section.
    B. Upon the termination of this Agreement, each party shall be forthwith released of and
from all rights and obligations under this Agreement, except for such rights and obligations as
have accrued prior to termination, including but not limited to, any liability for loss or damage
resulting from any breach or default.

    C. Inasmuch as the Shares are closely-held and the market therefore is limited, irreparable
damage would result if this Agreement is not specifically enforced. Therefore, the rights and
obligations to offer for sale and to purchase the Shares of the Corporation shall be enforceable in
a court of equity by a degree of specific performance, and appropriate injunctive relief may be
applied for and granted in connection therewith. Such remedy shall, however, be cumulative and
not exclusive and shall be in addition to any remedies which any party may have under this
Agreement or otherwise.

    D. Each Shareholder agrees to include in his will a direction and authorization to his
executor to comply with the provisions of this Agreement and to sell his Shares in accordance
with this Agreement; however, the failure of any Shareholder to do so shall not affect the validity
or enforceability of this Agreement.

    E. The Shareholders acknowledge that in the event that they shall get married their spouses
may have a community property interest in their Shares. Each Shareholder agrees that he shall
cause any current or future spouse to agree to the provisions of this Agreement by executing the
Spousal Consent attached hereto and incorporated herein as Exhibit "A". In the event that the
marriage of either Shareholder is dissolved or his or her spouse dies, the right, title and interest,
if any, of such spouse in such Shares, whether as community property or otherwise, shall be
transferred to the Shareholder. A spouse for this purpose shall include any person who may have
the rights of a spouse under the applicable law of ___________ [Instruction: Insert State].

    F. Each of the Shareholders agrees to permit the other Shareholders, and their authorized
representatives, attorneys and accountants, full and complete access, at reasonable times, to all
financial records of such Shareholder and the Corporation which are in any way relevant to the
computation of amounts due to such Shareholder (or his heirs or assigns) under this Agreement.

    G. This Agreement shall bind and inure to the benefit of the parties and their respective
personal representatives, heirs, successors and assigns (hereinafter collectively referred to as
"successors"). Successors who acquire any of the Shares of any of the parties hereto shall be
deemed to take such Shares subject to the provisions of this Agreement.

    H. This Agreement cancels and supersedes any prior verbal or written agreement among the
parties pertaining to the subject matter hereof and sets forth the entire understanding of the
parties hereto relating thereto. No modification, amendment, waiver, termination or discharge of
this Agreement or any of the terms or provisions hereof shall be binding upon any of the parties
unless confirmed by a written instrument signed by the parties. No waiver by any party of any
term or provision of this Agreement or of any default hereunder shall effect such party's rights
thereafter to enforce such term or provision or to exercise any right or remedy in the event of any
other default, whether or not similar.
    I. It is intended that each provision of this Agreement shall be viewed as separate and
divisible, and in the event that any provision hereof shall be held invalid or unenforceable, the
remaining provisions shall continue to be in full force and effect.

   J. Each party to this Agreement agrees to perform any further acts and execute and deliver
any documents that may be reasonably necessary to carry out the provisions of this Agreement.

    K. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

   L. If legal action is instituted to enforce any of the provisions of this Agreement, the
prevailing party therein shall be entitled to recover his reasonable costs and attorneys’ fees.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.

SHAREHOLDERS


________________________________ [Instruction: sign]
By: ___________, [Instruction: Insert Name of Signatory], Shareholder



________________________________ [Instruction: sign]
By: ___________, [Instruction: Insert Name of Signatory], Shareholder



________________________________ [Instruction: sign]
By: ___________, [Instruction: Insert Name of Signatory], Shareholder


CORPORATION

___________, [Instruction: Insert Corporation Name]



________________________________ [Instruction: sign]
By: ___________, [Instruction: Insert Name of Signatory]
Title: President
                                         EXHIBIT "A"

                                     SPOUSAL CONSENT

I acknowledge that I have read the Shareholders' Agreement by and between the Shareholders of
___________, [Instruction: Insert Corporation Name] and ___________, [Instruction: Insert
Corporation Name], dated ___________, [Instruction: Insert Date of Agreement] (the
"Agreement"), and that I know and fully understand its contents and have consulted with
independent counsel with respect to same. I am aware that by its provisions my spouse agrees to
sell all his shares of ___________, [Instruction: Insert Corporation Name], including any
community interest I may have in them, on the occurrence of certain events. I hereby consent to
the sale, approve of the provisions of the Agreement, and agree that those shares and my interest
in them are subject to the provisions of the Agreement, and that I will take no action at any time
to hinder operation of the Agreement on those shares or my interest in them.



________________________________
Print name



________________________________
Signature

				
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Description: This is an agreement between the shareholders of a close corporation to establish rules and guidelines of stock ownership. This agreement defines the shareholders voting rights, the procedure for a transfer of shares, the number of votes required to approve an action, and which events require a mandatory transfer of shares. This agreement can be used by the shareholders of a small business to establish a uniform and consistent policy between the shareholders.