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Complete Home and Office Legal Guide (Chestnut) (1993).ISO
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5150a.sam
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1993-08-01
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SHAREHOLDERS AGREEMENT
WHEREAS, Patrick Keating, Joe Einstein, Conrad Caste,
referred to hereafter as SHAREHOLDERS, are the owners of a total
of 1000 shares of common stock of Incredible Invectives, Inc. and
they desire to agree to certain actions to be taken to protect the
value of their holdings, IT IS AGREED:
That Donald Lusk, whose address is 212 W Park Avenue, New York
City, New York, a charter signatory to this agreement, shall act
as the SECRETARY of this agreement.
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.
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.
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 Donald Lusk, whose address is 212 W
Park Avenue, New York City, New York." 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.
All shares subject to this agreement shall be voted for the
following candidates for the offices stated:
Joseph Ruby, Greg Watson
president, secretary
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 one
vote per share owned on voting date by the party voting.
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 one vote per share owned on voting date by the party
voting.
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 $ 3.00 ( three & no/100 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.
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.
The signatories shall all vote against that certain merger or
asset purchase subject to the approval of shareholders proposed by
Technicolor Brothers and any additional offers made by Technicolor
Brothers.
This agreement shall be binding upon the successors of the
signatories.
Dated: ____________________________________
___________________________________________________
___________________________________________________