9.1 If the parties fail to reach an agreement on matters that can reasonably involve a certain majority, consensus or otherwise a lock-in situation, the parties proceed to the following procedure: (c) In the event of death or permanent disability (defined as the inability of a founder to fulfil his obligations), 10% of the then non-deductible shares immediately become insolvent for the benefit of the estate of the deceased. The Company, if requested from the estate of the deceased, will purchase all the unshakable shares of the estate of the Deceased at a price corresponding to the last valuation of the Company agreed in accordance with Schedule B, provided that adequate key insurance is available for this purpose. Otherwise, the estate of the deceased may offer the shares under this agreement. It is possible that the content of the partnership agreement overlaps with other company documents, including the articles of association. The articles of association will include, for example, provisions relating to decision-making and the transfer of shares, and in another article we looked at what investors should pay attention to in a company`s articles of association. While a SHA and a statute should not contradict each other, a SHA may contain a priority clause to ensure that the SHA suspends the articles (in the event of inconsistency, shareholders may amend the articles accordingly). As the articles follow a legal model, they are not able to deal with matters that are personal to shareholders, as this would relate to the legal powers of the company. Conversely, a SHA can look at all aspects of the relationship between shareholders and deal with some unique issues for those shareholders or for that company, and even indicate other agreements to be concluded between the individual shareholders and the company, such as. B directors` employment contracts, management agreements and technology transfer agreements (e.g. B intellectual property licenses, B.B.
patents, trademarks or copyrights) among others. A shareholders` agreement includes a date, often the number of shares issued, a capitalization table (or “cap”), which indicates the shareholders and their percentage of ownership, any restrictions on the transfer of shares, the subscription rights of current shareholders to purchase shares (in the event of a new issue to maintain their ownership share) and details of payments in the event of the sale of a business. If you are doing business with others and are looking for confidence in your future relationships with them, you should consider entering into a shareholders` agreement to protect both the company and your own investment in the company. 4.3 If certain shareholders accept an offer to purchase at least 75% (or 90%?) of the ordinary shares from certain shareholders, all shareholders (including all shareholders who have not accepted the outsider`s offer to purchase) are required to sell all their ordinary shares externally under the same conditions. if the alien wishes to acquire such shares and only if the purchase price corresponds at least to the valuation plan set out in Annex B to this Agreement. What is a partner`s contract? A shareholders` agreement is a document in which several shareholders of a company participate and describes the results and specific measures taken in the event of the departure of a shareholder from the company, whether voluntarily, involuntarily or if the company terminates trading. (a) The founders agree that, as long as they are employed by the company, they devote their full time and attention to the company and enter into a management contract with the company. While they are employed and for a period of two years after the cessation of the company`s activity as an employee, they will not carry out directly competing activities. . . .