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This is a three-party Shareholders' Agreement to be entered into upon completion or establishment of a Joint Venture Company. It features standard clauses for minority protection. This agreement is drafted in favour of the Majority Shareholder.
The Parties have agreed to form a new jointly-owned company (the Company) which will acquire certain rights and assets, and otherwise be established and carry on business, in the manner set out in this Agreement.
The Parties have agreed that their relations as shareholders in the Company shall be governed by the terms of this Agreement.
As soon as reasonably practicable after the date of the Agreement, the parties shall cause the Company to be incorporated as a company limited by shares with the following characteristics:
(a) the name shall be as per the Agreement or such other name as the parties may agree;
(b) the Memorandum and Articles of the Company shall be substantially in the agreed form;
(c) the authorised share capital shall be as per the agreement and divided into equal proportions between the parties;
(d) the registered office shall be at the address as per the agreement;
(e) the auditors of the Company shall be as per the agreement.
Completion shall take place within ten (10) days after the Conditions Precedent is fulfilled or waived when the following events shall take place, namely:
(a) The Parties shall subscribe unconditionally for the respective Parties Shares in cash at par; it shall pay for the shares in cleared funds for the account of the Company;
(b) The Parties Shares shall be issued to the respective Parties (including the initial shares subscribed for by respective Parties on the incorporation of the Company);
(c) The names of the Parties are entered in the Company's register of members as the respective holders of the shares subscribed by them and that share certificates are issued to the Parties for those shares.
This shareholders' agreement should be carefully read by the shareholders involved.
This shareholders' agreement may be used when three parties enter into a shareholders agreement upon the establishment of a Joint Venture Company.
All three parties should sign and return a copy, and once signed, all parties should get a copy.
To avoid any future disputes, all parties may wish to have their signatures witnessed.
If any of the parties wish to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.