Transcription of CONTENTS PAGE - Koskie
1 shareholders ' AGREEMENT of and General Contract and Nature of shareholders ' of Affairs of on Transfer/Right of First Buy-Out (Shotgun Clause).. to Join in to and Discharge of on of 1 1 1 2 3 3 8 of agreement. OF shareholders (all shareholders must beparties, including non-voting shareholders ). shareholder is company, consider adding itsshareholders as parties to covenant regardingcontrol of shareholder company.
2 Statement of legal relationship amongparties. particulars, which provide backgroundPage 2 of 19 shareholders Agr. Checklistinformation needed to understand terms ofshareholders' agreement, such as:a)Business that will be carried on.
3 B)Authorized capital, including list of sharesissued to each shareholder. c)Reasons for entering into agreement. AND GENERALCONTRACT - define all terms as needed. of agreement. clause.
4 Procedure. documents. is of essence. agreement. for convenience only.
5 Law. of time. references. Page 3 of 19 shareholders Agr. meaning of shares. of prior agreements. clause.
6 , such as:a)Certificate of Incorporation. b)Articles of Incorporation. c)Bylaws. d)Life insurance policies. e)Pro forma budget. AND NATURE OF shareholders ' governs dealings. shareholder has power to bind any others exceptas expressly permitted.
7 OF AFFAIRS OF that, except as provided in agreement,conduct of company's business shall be governed byarticles and The Business Corporations Act. :a)Number. b)Appointment ( each shareholder toappoint one or more nominees, allshareholders to agree on appointment of Page 4 of 19 shareholders Agr.
8 Checklistnominee to break any deadlocks). c)Resignation. d)Filling vacancies. e)Removal ( cause for removal, procedure,replacement). f)Right of director to appoint alternate. for transaction of business:a)Number constituting a quorum, and whethernominee for each shareholder is required tobe present.
9 B)What happens when there is not a quorum( adjournment, with whoever attendsadjourned meeting constituting a quorum). c)Procedure for breaking a deadlock. ' meetings:a)Place and time.
10 B)Calling a meeting, including noticerequirements. ' meetings:a)Place and time. b)Calling a meeting, including noticerequirements. c)Quorum and voting. and employees:a)Positions.
