This section needs complete revision based on local laws
Shareholder contract
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Shareholder agreements Between:
[LIST ON ALL PARTICIPANTS]
Has this date been the following shareholder agreement.
The parties to this agreement (original and additional) are hereinafter referred to as “party” or “shareholder” and “jointly” or “shareholder” together.
COMPANY’S OPERATIONS MM
1.1 This agreement covers all parties’ current and future shares in The Agility Collective, hereinafter referred to as “the Company”, which includes all shares, convertible debentures and other instruments representing the right to issue shares in the Company and which the parties may acquire during the term of the agreement .
1.2. Party shall be loyal to the Company’s best interests.
1.3 The Company’s activities shall be conducted within the scope of the Company’s Articles of Association. In the absence of consistency between the content of the Articles of Association and this Agreement, the provisions of this Agreement shall prevail.
COMPANY’S BOARD
The Board of Directors shall consist of three ordinary members and one alternate. Remuneration for board work is determined by the shareholders. The company’s company shall be signed, in addition to the CEO, on an equal footing with the provisions of the Companies Act, by the Board and by two Board members in association.
EXECUTIVE RULES AND DECISIONS
3.1 At all shareholder voting (general meetings and any unofficial polls), each shareholder has one (1) vote regardless of the exact number of shares the shareholder has at the time of the vote. Where the rest of the document speaks of votes, votes are calculated according to the model in this section 3.1. The total number of votes in the Company thus amounts to the same number as the number of shareholders.
3.2 For a valid decision in the Board and at the Annual General Meeting, the decision shall be taken by qualified majority in the cases listed below. By a qualified majority, the Board resolves that the resolution be supported by all the elected Board members and at the Annual General Meeting that the resolution is supported by shareholders who together hold at least eighty (80) percent of the total number of votes in the Company.
(I) Amendment of the Articles of Association; (Ii) New share issue or other change of the Company’s share capital, issuance of convertible debentures and other instruments representing the right to issue shares in the Company (decision regarding new shareholders is, however, taken pursuant to item 4 below); (Iii) Creation, acquisition, transfer or termination of subsidiaries; (Iv) Transfer or acquisition of shares or participations in associated companies; (V) Closure of the Company’s business or material restructuring thereof, as well as the sale or closure of business area and establishment; (Vi) Investment decisions exceeding SEK 100,000; (Vii) Acceptance of credits and collateral exceeding SEK 100,000; (Viii) Decisions that the Company shall enter into liquidation otherwise than then shall be by law; (Ix) Establishment of annual accounts and disposition of the Company’s profit or loss; (X) Election of Board member and Board Deputy; (Xi) Appointment and termination of the Managing Director; (Xii) Opening, change or termination of agreements between the Company and shareholders or by shareholders wholly owned or jointly-owned companies; And (xiii) Another matter of essential importance to the Company.
3.3 The parties undertake to exercise voting rights in the Board and at the Annual General Meeting in accordance with the provisions of this Agreement and, in addition, take the necessary measures to comply with the terms of this Agreement. External members of the board shall be informed of the requirements of qualified majority for certain Board resolutions and shall, prior to their appointment, approve the decision-making order for the Board work resulting from this paragraph.
NEW DELAYER
4.1 The objective is to offer joint ownership to people who fit into the Company’s profile and business. New shareholders should be admitted to shareholders who together hold at least eighty (80) percent of the total number of votes in the Company voting for a proposal to acquire new shareholder. Decisions to acquire new shareholders are taken at a meeting of shareholders once a year. The Chairman of the Board is responsible for preparing and convening such a meeting.
4.2 Shareholders undertake to vote for a new issue of shares to the new shareholder in accordance with the parties’ decision pursuant to section 4.1 above.
4.3 The price of the shares to new shareholders shall consist of the net asset value of the shares and shall be determined in accordance with paragraph 6.3 below.
4.4 New Shareholders shall accede to this Agreement in the event that they become shareholders. The parties undertake to sign a special accession agreement for the accession of new shareholders to this agreement.
INSURANCE AFTER REMOTE
At the request of shareholders representing at least fifty (50) percent of the total number of votes in the Company, proposals for redemption of one party’s shares shall be prepared and preferred by the Chairman of the Board of Shareholders at a shareholders meeting convened by the Chairman. If shareholders voting for at least eighty (80) percent of votes in the Company (including the voting rights of the shareholder to whom the redemption request relates) vote for the redemption of party shares, the party to whom the request relates is obliged to sell its shares to other parties in accordance with With the provisions of paragraph 6 below. However, the purchase price for the shares in the Company as other parties shall pay to the party shall amount to one hundred and forty-five (125) percent of the value resulting from paragraph 6.3 below.
TRANSITION OF SHARES
6.1 Each party undertakes irrevocably to sell all its shares in the Company to other parties and other parties irrevocably commit to buy all shares from a Party when any of the following occurs:
6.1.1 Employment agreements, team agreements, subconsulting agreements or contractual agreements between the Company and party or party wholly owned or jointly-owned companies cease for any reason.
6.1.2 Party violates this shareholder agreement, the breach of contract is essential for any of the other parties and the party does not take any corrections within thirty days from the request of any other party; And any of the other parties within thirty days from the expiration of the deadline, request that a party transfer its shares in the Company. A party requesting a correction shall provide a copy of this request to other shareholders. A party requesting a contracting party to transfer its shares in the Company shall provide a copy of this request to other shareholders.
6.1.3 Party requests that other parties purchase all shares of the Company in the Company. The request must be submitted to the Chairman of the Board.
6.1.4 The decision to redeem the shares of shares in accordance with paragraph 5 above has been taken.
6.2 Continuous shareholders shall buy as many shares each from the selling party. Should the number of shares to be bought / sold not be evenly divisible with the number of remaining shareholders, excess shares are distributed by lottery.
6.3 The purchase price of the shares shall consist of the net asset value of the shares (ie the Company’s net asset value / total number of shares in the Company) * the number of shares to be redeemed).
6.4 When any of the circumstances in paragraph 6.1 above occur, the Chairman of the Board shall promptly request that the Company’s auditor determine the net asset value of the shares. The auditor shall determine the net asset value of the shares within thirty days of the request with binding effect on the parties. The net asset value shall be fixed per day for the request for determination.
6.5 Within thirty days after the auditor has determined the net asset value in accordance with clause 6.3 above, each shareholder and party to sell his shares to other parties shall enter into a share transfer agreement. Within thirty days after the share transfer agreement has been signed by the buyer and seller, the buyer shall pay compensation for the shares to the seller.
6.6 The parties undertake not to transfer or otherwise transfer their shares in the Company to any other than other shareholders and only in accordance with the terms of this clause. 6. The party undertakes to divorce by all means that all shares held by a party are held by a party.
6.7. Party will automatically be exempt from this agreement when all of the shares in the Company have been transferred to other parties as above. This shareholder agreement shall continue to apply between the other parties.
6.8 Other parties waive irrevocable from their home rights pursuant to the Home Rule clause in the Company’s Articles of Association upon transfer of shares from party to other parties in accordance with the above provisions.
SECRECY
Party undertakes not to disclose, for its own part, confidential information about the Company, the Company’s business or this agreement, as a party to this Agreement, during the time that a Party is a party to this Agreement and five years thereafter. Confidential information refers to any information - technical, commercial or otherwise - regardless of whether or not the disclosure is documented. The confidentiality obligation does not apply to such information as a party may have shown become known to it otherwise than by this agreement or which is generally known.
AGREEMENT AND TERMINATION OF THE AGREEMENT
This agreement is effective from the date of signature of all parties and expires on 31 December 2013. If the agreement is not terminated in writing by one of the parties no later than nine (9) months before 31 December 2013, the agreement will automatically be extended to Apply for periods of three (3) years at a time with unchanged notice period.
LAW ON TRADE COMPANIES AND SIMPLIFIED COMPANIES
The law (1980: 1102) on commercial companies and simple companies shall not apply to this agreement. If, however, this agreement would result in the parties being considered to have entered into a single company and the reason for liquidation exists, the simple company will not, in spite of this, enter into liquidation. Instead, the party to which the liquidation basis is attributable shall resign from the simple company. Redemption of the shares of shares shall be in accordance with the provisions of this agreement.
MESSAGES
The termination or other notices sent to the addresses of the parties in the address or later changed addresses shall be deemed to have been given to the recipient
(A) if submitted by tender: upon handover; B) sent by registered letter: two days after delivery for postal service.
Address change shall be in accordance with the provisions of this paragraph.
## CHANGES AND ADDITIONS Additions to and amendments to this agreement shall be in writing and signed by the parties to be valid between the parties.
DETERMINATION INDEPENDENCE
Should any provision of this shareholder agreement be found invalid or invalid, the invalidity shall not mean that the agreement as a whole is invalid.
EARLIER AGREEMENT
Previous shareholder agreements between the parties and / or some of the parties concerning the Company cease to apply upon signing this shareholder agreement.
ARBITRATION
Disputes arising from this agreement shall be finally settled by arbitration in accordance with the rules of the Stockholm Chamber of Commerce’s Arbitration Institute (Institute). The Institute’s Rules for Simplified Arbitration shall apply unless the Institute, taking into account the severity of the case, the value of the dispute and other circumstances, decides that the Rules of Arbitration of the Stockholm Chamber of Commerce shall apply to the proceedings. In the latter case, the Institute shall also decide whether the arbitration board shall consist of one or three arbitrators. The arbitration procedure will take place in Stockholm.
This agreement has been made in [NUMBER OF PARTICIPANTS] copies, of which the parties have taken their place.
[APPLICATION FROM ALL PARTICIPANTS]