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should either the corporation or the other shareholders elect to exercise their option to purchase the shares of the transferor shareholder as provided in this subparagraph b., the payment of the purchase price shall be upon either (1) the terms set forth in such notice or (2) the terms provided in article iv of this agreement, at the option of the purchaser(s). if the shareholder elects to sell his shares as a result of such significant financial hardship, then the corporation must purchase such shareholders shares, which must also include all shares owned by a trust for the benefit of the shareholders family under the provisions of article vi of this agreement, for the price and upon the terms in accordance with article iv of this agreement. the stephan shares owned and their total value for each shareholder at $4.50 per share, and the shares owned in the corporation and their total value (based on $568.86 price per share for the initial agreed value) are as follows: b. the purchase price to be paid for the shares pursuant to the terms of this agreement shall be paid by the purchaser at closing of the purchase as follows: 1. the purchaser shall deliver to the seller an amount of cash at closing equal to no less than twenty percent (20%) of the purchase price. 5. following any purchase of shares hereunder, the corporation shall hold harmless and indemnify the selling shareholder (and his or her successors) from and against all claims and actions which may otherwise be brought by anyone arising out of any debt, lease or other obligation of the corporation, provided that such selling shareholder (and his or her successors) have not personally guaranteed such debt, lease or other obligation of the corporation prior to such purchase of shares.
c. if the corporation is not merged with or liquidated into stephan, then with respect to all of the actions described in this article v, all references to the corporation shall mean both the corporation and stephan. the obligation of the shareholders to enter into this agreement shall be subject to the performance by the corporation of the following: a. the corporation shall provide each of the shareholders with the following documents: 1. certified copies of the articles of incorporation and by-laws of the corporation, which shall be in effect upon the date of this agreement; 2. a schedule listing all contracts or commitments relating to the management and operation of the corporation to which any shareholder, director or officer of the corporation is a party. b. whenever any shareholder acquires any additional shares of stock of the corporation or any other securities of the corporation other than the shares owned at the time of the execution of this agreement, such shares or such other securities of the corporation so acquired shall be subject to all of the terms of this agreement, and the certificates therefor shall be surrendered to the corporation for legending in accordance with this agreement, unless already so legended, provided that such shares may only be issued in compliance with the provisions of this agreement. k. each shareholder does hereby appoint the then acting secretary of the corporation as his attorney in fact to transfer, in such shareholders name, record ownership of all shares which the shareholder shall transfer or convey, or be required to transfer or convey, under the terms of this agreement.
whereas, to remain qualified as an s corporation the shares in the the certificate of agreed value shall be in a form substantially similar to the form evidenced by exhibit a to this agreement. when setting up a sample shareholder agreement s corp, it means complying with the corporate laws of the state agreement for an s corporation and its shareholders. appendix a to this article is a form letter that may , family shareholders agreement template, family shareholders agreement template, delaware shareholders agreement template, professional corporation shareholder agreement, ownership agreement template.
if the corporation reasonably determines that any proposed transferee is not eligible as a shareholder of a subchapter s s corporations typically put a shareholder agreement in place to prevent existing shareholders from transferring shares as part of the dissolution process, the president, or the president’s appointee(s), will apply the assets of the corporation in , stakeholder agreement template, corporation agreement, corporation agreement, shareholder agreement new york, virginia shareholder agreement
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