The document describes the parties to the transaction, the description of the shares put up for sale, the purchase price (counterparty), the guarantees and guarantees of the parties, the requirements before the completion and after completion, etc. 4.2. Business secrets. Each shareholder recognizes that the company`s client lists, trade secrets, processes, methods and technical information, and any other issues designated by the Chairman or with the written consent of all shareholders are valuable assets. Unless the written consent of each of the other shareholders has been obtained, any shareholder undertakes never to disclose to a person or organization, unless, in connection with the company`s activities, a list of customers or a name on that list or any other trade secret, or has control over the company`s shares or at a later date. 3.9. Shareholder employment. Shareholders may be appointed responsible for the company as long as they hold shares in the company, carry out their activities and satisfactorily fulfil their duties and obligations, as defined in this agreement, the statutes and statutes of the company. The security, bonds and other terms of employment, including annual salary, will remain in a separate document and must only be approved with the unanimous agreement of the shareholders and can only be changed after the fact. PandaTip: The distribution or resale of shares outside may be accompanied by a large number of legal provisions that this agreement does not seek to address, which is why this clause is important. What is a shareholder contract? A shareholders` pact is a document involving several shareholders of a company, which details the results and concrete measures that are taken in the event of the departure of a shareholder of the company, whether voluntarily, involuntarily or when the company ceases operations. 8.2. Transmission restrictions.
For the purposes of this agreement, any transfer, transfer, assignment or penalty of any of the shares of the company with which it is not in accordance with the provisions of this shareholders` agreement is invalid. Under New Zealand Securities Act, an entity may not issue (or propose) shares, options or other securities without providing new shareholders with detailed disclosure information unless it is satisfied that an exclusion from the advertising obligations under the Financial Markets Conduct Act 2013 applies to that offer or issue. You will find an explanation of the relevant exclusions in our NZ-Wertpapiergesetz – Technology Company Capital Acquisition Guide. Download Model 8.5 for the type subscription agreement. Right to first refusal. In the case of a mandatory or voluntary purchase sale under this section, the non-outgoing or surviving shareholder has the right to refuse to purchase any shares that would otherwise be repurchased by the company at the aforementioned purchase price. To exercise this right, non-outgoing or surviving shareholders provide the company with a written notification no later than ten days before the sale comes into effect. reimbursement of the purchase price of the company`s shares actually paid by each shareholder; and finally, when assets remain; This agreement applies in the event that a company wishes to issue shares to a new investor. It defines the investment mechanisms and guarantees to be provided by the company. It is a simple subscription contract that is intended to be used when a company accepts the capital of friends and investors in family seeds.