The Shareholders Agreement. 5. The Secondment Agreement dated 26 March 1996 made between the Borrower and the Promoters.
The Shareholders Agreement is a starting point The SHA is intended as a starting point for discussion and optionally, further drafting. This BVCA Model SHA is prepared on behalf of the Bulgarian Venture Capital Association by New Balkans Law Office, a Bulgarian law firm, and has been the subject of consultations with founders, companies, investors and advisers from the Bulgarian early-stage, technology-focused company ecosystem. Nevertheless, parties intending to use it should carefully consider their needs and consult with a lawyer and/or advisors including as to their best legal and commercial interests. In particular, but not only, as many of the provisions typical of SHAs which are transposed in this document are novel in Bulgarian law (see also below), although considerable care has been taken in preparing this document, it should not be relied on and neither BVCA nor NBLO accept any liability for the use of the document.
The Shareholders Agreement. 5. The Group's accounting policies as disclosed in the document referred to at paragraph 2 of the index to the Disclosure Bundle ("Accounting Policies").
The Shareholders Agreement. The Shareholders Agreement described in Section 8.2 duly executed by Buyer and all other parties to that Agreement.
The Shareholders Agreement. It is a condition precedent to the Capital Injection Agreement that the parties shall enter into the Shareholders’ Agreement to govern the shareholdings and management of the Target Company and its relationship with each of the shareholders of the Target Company. The main terms of the Shareholders’ Agreement are as follows:-
The Shareholders Agreement. Upon Completion, Rank Ace, Xxxxxxxx and the JV Co will enter into the Shareholders Agreement in respect of the affairs (including but not limited to the operations, management and business) of, and the rights and obligations of Rank Ace and Xxxxxxxx with respect to their interests in, the JV Group after Completion. The principal terms of the Shareholders Agreement are set out below: Purpose and business of the JV Group: The sole business of the JV Group is the indirect holding and operation of the Hotel. Pursuant to the Asset Management Agreement, CBMI shall act as Vancouver LP’s representative to oversee the Operator and otherwise to manage the Hotel at a fee of about CAD0.6 million per annum for a term of fifty (50) years commencing from 3rd November, 2015. The Asset Management Agreement shall automatically be terminated upon the cessation of the business operation of the Hotel as a result of or in connection with its redevelopment. In addition, Xxxxxxxx shall provide or procure its affiliate to provide development, construction, sales management and property management services to the JV Group for the development and promotion of the business of the JV Group, which detailed terms are to be agreed between the relevant parties. Board composition: The board of directors of the JV Co will comprise four (4) directors, of which each of Rank Ace and Xxxxxxxx is entitled to appoint two (2) directors. Transfer of shares of the JV Co: If a shareholder of the JV Co wishes to dispose of its interest in the JV Co to a third party, the other shareholder is entitled to a right of first refusal to purchase all (but not part thereof) of the JV Shares and the loan to the JV Co which the transferring shareholder intends to dispose of on the same or more favourable terms as offered by the third party. The right of first refusal is exercisable within a period of fifteen (15) days from the receipt of the transfer notice from the transferring shareholder. Neither of the shareholders of the JV Co shall dispose of its interest in the JV Co to a third party which is involved in any activity in Vancouver, Canada which is in competition with the business carried on by the JV Group or its affiliates without the prior written consent of the other shareholder.
The Shareholders Agreement. The Shareholders Agreement described in Section 8.2 shall be in a form acceptable to Seller. (d)
The Shareholders Agreement. Pursuant to the Second Agreement, upon Completion, the Vendor, the Purchaser, the remaining shareholder of the Target Company and the Target Company will enter into the Shareholders’ Agreement to regulate the respective rights and obligations of the shareholders of the Target Company and the arrangements amongst themselves and the Target Company with respect to the ownership, management and operations of the Target Company. The material terms of the Shareholders’ Agreement are summarized below.
The Shareholders Agreement. This Agreement shall only become effective upon the execution and delivery of all of these agreements by all of the parties to each such agreement. If any such agreement shall not be fully executed and delivered, then any party to this Agreement may declare this Agreement null and void ab initio unless such party is one of the parties that failed to execute such other agreement.
The Shareholders Agreement. (a) SCSB and SGSB (collectively referred to as “Sunsuria Shareholders”) have agreed to incorporate a private company in Malaysia with Welcome Global under the name of SESB and to use SESB as a joint venture vehicle to enter into the Joint Development Agreement with SCSB for the joint development of the Land.
