If your browser is not JavaScript capable, you can obtain either Firefox or Microsoft Internet Explorer. Headings are inserted for the convenience of the Parties and for the purpose of interpreting this Agreement. If there are only two Shareholders to this Agreement at the time this Shot Gun Provision is utilized, the Initiating Shareholder will give a written offer (the "Offer") to the other Shareholder (the "Offeree") specifying the price per Share (the "Price") at which the Initiating Shareholder is willing to: sell all of the Shares owned by the Initiating Shareholder; or. Restrictions on Transfer or other Disposal of Interest. A Shareholder may issue a loan to the Corporation upon approval by all Shareholders and only under the following conditions, unless otherwise agreed upon. PandaTip: Distribution or resale of shares to outsiders can implicate a myriad of legal regulations that this agreement is not designed to address, that is why this clause is important. Enter into any written agreement providing any Specified Shareholder with rights to Specified Shareholder Bonus Payments unless such rights are subordinated to the Obligations pursuant to a Specified Shareholder Subordination Agreement. All Shareholders, without the consent of the Corporation, may modify, amend or rescind this Agreement. Apply a document theme that matches your company brand. You may want to also designated where such a dispute would be decided and whether or not the prevailing party would be entitled to attorney fees from the other. Your use of this site is subject to our Terms of Use. The proceeds from any such life insurance will be used for the sole purpose of purchasing a deceased Shareholder's Shares. Board of Directors. Where this Agreement requires that an act be done or a state of affairs be effected and that act is done or that state of affairs is effected by action of the Board, the requirement will be read as requiring the Shareholders to do everything in their power to bring about that act or effect that state of affairs and not as requiring the Board to comply with this Agreement. 5.1. Words in the singular mean and include the plural and vice versa. the bankruptcy, winding-up or dissolution of the Corporation. ©2002-2020 LawDepot® (Sequiter Inc.). This Agreement will remain in effect until the earliest of: the date specified in a written agreement, signed by all of the Shareholders, terminating this Agreement; or. Subject to the limitations in Section 3.7, the Vice President of the Corporation will [VICE PRESIDENT DUTIES]. If no Shareholder objects by written notice to the proposed mediator or arbitrator within 15 Business Days of receiving the Notice of Dispute, the proposed mediator or arbitrator will be presumed acceptable. Panda Tip:  You can select arbitration, mediation, or perhaps a trusted third party.