Buy/Sell; Corporate Governance; Management Fees; Shareholders Agreement Clause Examples

This clause outlines the rules and procedures for buy/sell arrangements, corporate governance, and management fees within a shareholders agreement. It typically specifies how shareholders can buy or sell their shares, the decision-making structure and voting rights for managing the company, and the method for determining and paying management fees. For example, it may set out the process for resolving deadlocks between shareholders, detail the composition and authority of the board, and define how management fees are calculated and distributed. The core function of this clause is to provide a clear framework for ownership changes, company management, and compensation, thereby reducing disputes and ensuring smooth operation among shareholders.
Buy/Sell; Corporate Governance; Management Fees; Shareholders Agreement. 5.1. Buy/Sell. Purchaser and SDC Prague (each, a "Holder") each agree that if either party proposes to cause a buy/sell of their Contract Shares as provided for in this Section 5.1, such Holder (a "Proposing Holder") shall first deliver to the other Holder (such Holder, a "Receiving Holder") a written notice of the Proposing Holder's intent and each Holder shall then engage, at its own expense, within 20 days from the date of delivery of such notice (the "Notice Date"), an independent appraiser, who shall work with the other Holder's independent appraiser to determine the appraised value (the "Appraised Value") of 100% of the registered capital of TATRA. If either Holder shall fail to appoint an independent appraiser within such 20 day period, then the appraiser appointed by the Holder that does so appoint an appraiser shall make the determination of the Appraised Value for all purposes hereof. If after 30 days from the Notice Date, the Holders' respective independent appraisers cannot agree on the Appraised Value, then the Holders' respective independent appraisers shall engage at the Holders' mutual expense a mutually acceptable third independent appraiser, who shall conclusively determine the Appraised Value. If the two appraisers cannot mutually agree on a third appraiser within
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Related to Buy/Sell; Corporate Governance; Management Fees; Shareholders Agreement

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • Shareholders Agreement For so long as the ratio of the number of the Equity Securities owned by the Star Group on a fully diluted basis divided by the number of the Equity Securities owned by the Investor Group on a fully diluted basis is at least 0.6, the Guarantor may not take any of the actions set forth in schedule II of the Shareholders’ Agreement without the prior written approval of Star. For the purpose of this clause “on a fully diluted basis” means taking into account any shares issued or issuable under warrants, options and convertible instruments (or other equity equivalents).

  • Stockholders Agreement Investor and the other parties to the Stockholders Agreement shall have executed and delivered the Stockholders Agreement to the Company.

  • Securityholders Agreement The term "Securityholders Agreement" shall mean the Securityholders Agreement dated as of the Closing Date, among Investors, Vestar, the Management Investors, and the other securityholders a party thereto, as it may be amended or supplemented thereafter from time to time.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.