The Shareholders Agreement Clause Samples

The Shareholders Agreement is a starting point

The Shareholders Agreement. 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. 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. The Shareholders Agreement described in Section 8.2 duly executed by Seller and all other parties to that Agreement.

The Shareholders Agreement. On 25 August 2011 (after trading hours), the Company, the Target Company and Victory Team Group Limited (a company incorporated in the British Virgin Islands with limited liability and was wholly owned by the Target Company as at the date of this announcement) (“JV Company”) entered into a shareholders’ agreement (“Shareholders’ Agreement”), pursuant to which the Company and the Target Company agree to carry on the business of organizing concerts and singing contests in the People’s Republic of China (“Business”) through the JV Company or its wholly-owned subsidiaries. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Target Company and its ultimate shareholders are independent third parties who are not connected persons of the Company as defined in the GEM Listing Rules and are independent of the Company and the connected persons of the Company. Pursuant to the Shareholders’ Agreement, 1. before 30 November 2011 or on such other date as may be agreed between the Company and the Target Company, the Company shall take reasonable steps to subscribe for 51 shares (“JV Company Shares”) of US$1 each in the capital of the JV Company (which will represent 51% of the total issued JV Company Shares immediately upon completion of the subscription of the JV Company Shares by the Company and the Target Company pursuant to the Shareholders Agreement (“Enlarged JV Company Share Capital”)) at HK$1,500,000 while the Target Company shall take reasonable steps to subscribe for 49 JV Company Shares (which will represent 49% of the Enlarged JV Company Share Capital) at HK$1,441,176;

The Shareholders Agreement. Contemporaneously with the Closing, each of Sanofi-Aventis, Merck, Schering-Plough and Merial shall enter into the Shareholders’ Agreement.3 ____________________________ 3 Form to be as provided for by Clause 3.4.2 of the Call Option Agreement.

The Shareholders Agreement. Upon Completion, Rank Ace, ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ with respect to their interests in, the JV Group after Completion. The principal terms of the Shareholders Agreement are set out below: 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, ▇▇▇▇▇▇▇▇ 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. The board of directors of the JV Co will comprise four (4) directors, of which each of Rank Ace and ▇▇▇▇▇▇▇▇ is entitled to appoint two (2) directors. 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. Preem and Hydro Texaco have agreed to modify the Shareholders' Agreement as follows

The Shareholders Agreement. On 8 December 2015, ▇▇▇▇▇▇▇ ▇▇▇, Zhongyu Beijing and the Vendor entered into the Shareholders Agreement to amend and restate, as between Zhongyu Beijing and the Vendor, the Original Shareholders Agreement to the effect that:–