Shareholders Agreement In Holding Company

12 avril 2021 par  
Classé dans Non classé

The « involuntary taker » contains a detailed description of the circumstances that lead to the involuntary transfer and the legal basis of the transfer. An involuntary transfer is considered, at the request of the Board of Directors, as an offer made by the involuntary assignor to sell his shares or shares at fair value (as determined by an independent external expert chosen by the Board). In addition to determining the purchase price, an involuntary transfer is considered an offer to sell shares pursuant to Section 2.5 (a) of this agreement, and any transfer of shares to an involuntary purchaser is considered invalid from the departure of the euterals, unless the involuntary purchaser complies with Section 2.5 (a) and allows the company and investors to fully exercise their rights in accordance with Section 2.5 a); however, if, notwithstanding the contrary offence, the provisions of item 2.5 (e) of this transfer do not apply to that transfer. If the company and investors do not decide to acquire all the shares subject to involuntary transfer, these unassigned shares may be transferred to the involuntary purchaser, provided that the involuntary purchaser agrees to comply with the terms of that agreement. « involuntary transfer, » any transfer, procedure or act by which an investor is involuntarily private or private or transferred by law or rights, titles or interests of rights, securities or interest of law, securities or interest, on his shares, or on his shares, including, but not only, incompetence; (ii) any transfer under a divorce or separation agreement or a final court decision in a divorce action; (iii) any seizure in connection with the seizure or execution, including the transfer of shares related to the performance of a bond; (iv) any transfer in connection with a bankruptcy jurisdiction or other jurisdiction that is transferred to a debtor, liquidator or other officer or other agency; (v) any transfer to a state or public official or public authority, pursuant to a law on abandoned property or property; or (vi) any transfer similar to that of clauses i) to (v). To avoid any doubt, a default referred to in Section 2, point b), of an investor`s underwriting contract leading to a transfer of shares to the company is an authorized transfer and not an involuntary transfer.

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