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World of Shareware - Software Farm 2
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GENERAL
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GD756_1.ZIP
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LHARC1.EXE
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5150.BLD
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1992-08-31
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5KB
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179 lines
#5150
@001 Enter the name of the CORPORATION:
@002 Enter the name of the SHAREHOLDERS:
@515 Enter present number of shares held by SHAREHOLDERS:
@516/@516/@516 Enter the class of stock held:
common
preferred
KEY IN VALUE
@517 Enter the signatory to act as SECRETARY of agreement:
@518 Enter the SECRETARY's complete address:
#5151 Will shareholders future purchases be under this agreement?
#5152
#5153 Will shares that are sold be subject to agreement?
#5154 Do you desire to restrict voting for officers?
#if#5154
@618 Enter the names of the candidates to be voted for:
@619 Enter the offices to be voted for:
@520/@520/@520 Votes for replacement officers will be counted by:
one vote per signatory
one vote per share owned on voting date by the party voting
#endif
#5155 Will the agreement provide a minimum sales price per share?
#if#5155
!521 Enter the minimum price per share:
#endif
#5156 Will signatories have an option to purchase shares sold?
#5157 Will signatories vote for/against a buy out/merger proposal?
#if#5157
@522/@522 The parties will vote:
against
to approve
@523 Enter name of party proposing a merger:
#endif
#5158
#end control section
#5150
/* Para. 5150: Shareholder's agreement opening */
SHAREHOLDERS AGREEMENT
WHEREAS, @002, referred to hereafter as SHAREHOLDERS, are
the owners of a total of @515 shares of @516 stock of @001 and
they desire to agree to certain actions to be taken to protect
the value of their holdings, IT IS AGREED:
That @517, whose address is @ 518, a charter signatory to this
agreement, shall act as the SECRETARY of this agreement.
#5151
/* Para. 5151: Future purchases */
All future purchases of the same class stock by the
signatories to this agreement shall also subject the newly
purchased shares to this agreement. The SECRETARY of this
agreement shall be notified of any future purchases of shares.
#5152
/* Para. 5152: Any transmorgrification subject to agreement */
In the event that the CORPORATION shall reorganize or
recapitalize, then the agreement shall continue into force with
the security or securities issued in lieu of this class being
subject to the agreement.
#5153
/* Para. 5153.arm: When sold purchaser must agree */
If any SHAREHOLDER transfers his shares, the SHAREHOLDER shall be
required to have the transferee execute this agreement.
All shares subject to this agreement shall be conspicuously
endorsed with the following legend:
"These shares are subject to restrictions contained in a
shareholders agreement dated _________________________________."
A copy may be obtained from @517, whose address is @518." All
signatories to this agreement shall notify the SECRETARY of any
transfer, and provide a full copy of the documents of transfer to
the SECRETARY.
#5154
/* Para. 5154: Vote for specified individuals */
All shares subject to this agreement shall be voted for the
following candidates for the offices stated:
@618
@619
In the event that the individuals set forth above are unwilling
or incapable of serving, then a vote of the shareholders shall be
taken for new candidates, all of whom shall be signatories to
this agreement, then holding stock in the CORPORATION. A simple
majority vote shall be necessary with votes being counted by
@520.
In the event of failure to obtain a majority, a run off will be
held among the top two finishers.
In the event that no signatory is willing or eligible to serve,
and all signatories decline to run, a non-signatory may be
nominated, and elected by a simple majority with votes being
counted by @520.
#5155
/* Para. 5155: Minimum share price */
The parties hereto agree that they shall not sell any of the
shares covered by this agreement unless it is at a minimum price
of $ @521 (!521 dollars) per share. In the event of a
recapitalization, the price shall be adjusted so that equivalent
units of stock are subject to the same minimum price as stated
above.
#5156
/* Para. 5156: Right of refusal option */
In the event that any shareholder desires to sell any part of
their holdings to an individual not a signatory to this
agreement, they shall obtain such bona fide offers as they may
desire, and report the offers in writing to the SECRETARY, and
shall mark the offer which they desire to accept. The SECRETARY
shall then notify all of the signatories of the proposed offer,
and any signatory shall be entitled to a right of first refusal
to purchase the shares on the same terms as the accepted offer
within 30 days. In the event that more than one signatory is
desirous of purchasing the shares shall be sold pro-rata to each
shareholder desiring to purchase the same.
#5157
/* Para. 5157: Merger- sale */
The signatories shall all vote @522 that certain merger or asset
purchase subject to the approval of shareholders proposed by @523
and any additional offers made by @523.
#5158
/* Para. 5158: End, GSD */
This agreement shall be binding upon the successors of the
signatories.
Dated: ____________________________________
___________________________________________________
___________________________________________________