Grounds for invalidating a shareholder agreement
The invalidity or unenforceability of any term or provision of this Agreement or the non-application of such term or provision to any person or circumstance shall not impair or affect the remainder of this Agreement, and its application to other persons and circumstances and the remaining terms and provisions hereof shall not be invalidated but shall remain in full force and effect.] highlighted language is considered optional or conditional by the attorney community.Consult with an attorney before using this document.What is reasonable will depend on the type of company and its past practice.For a private company where all directors are already on site, reasonable notice may be a few hours or even minutes; unless the articles or a board resolution say anything to the contrary, the notice can be written or oral and need not detail an agenda for the meeting.Each such offer shall be in writing and shall specify the number of shares being offered, the name and address of each person to whom such shares are proposed to be transferred, and the price per share and other terms upon which each such transfer is intended to be made; and each such offer may be accepted by the Offeree in whole or in part at any time during the continuance of the offer.If any shares are not purchased pursuant to the aforesaid offers, the Offeror shall for a period of ____ days thereafter be free to transfer such shares to the person or person so named at the price per share and upon the other terms so named; provided that any such transferee of those shares shall thereafter be bound by all of the provisions of this Agreement.(i) If any shareholder employed by the Corporation under Paragraph 2(a) shall terminate his employment for any cause or reason, including, but not limited to, loss of any license or certificate required for his conduct of the business or disability lasting more than six (6) months; or(iii) If any shareholder makes any assignment for the benefit of creditors or applies for the appointment of a trustee, a liquidator, or a receiver, or commences any proceeding related to himself under any bankruptcy or arrangement of similar law; or if any such application is filed or proceedings commenced against the shareholder and the shareholder consents thereto or an order is entered allowing such application and remains in effect for sixty (60) days; or(iv) If the shares of any shareholder are purported to be transferred involuntarily, including, without limitation, any purported transfer by or pursuant to bankruptcy, attachment, divorce, equitable distribution, or operation of law; or(b) This duty to purchase or retire shall apply to all, but not less than all of the shares, and shall be exercised by the Corporation by serving written notice upon such shareholder or such shareholder's legal representative within ____ days after the Corporation receives notice of the occurrence of such event or the qualification of such legal representative, whichever is later.(a) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid to the shareholder whose shares have been redeemed or purchased in cash within thirty (30) days after notice to the affected shareholder.(b) Whenever under this Agreement the Corporation or the shareholders exercise any option or right to redeem or purchase shares of any shareholder, the Purchase Value shall be paid immediately upon the receipt by the Corporation of the proceeds of any insurance on the life of a deceased shareholder owned by and payable to the Corporation, to the extent of such proceeds.(a) If, under the terms of this Shareholder Agreement, the shares of the shareholders are purchased or retired, such shareholder, or the legal representative of such shareholder, shall execute and deliver all necessary documents that may be reasonably required for accomplishing a complete transfer of such shares for the purpose of the purchase transaction.(b) Every transferee of restricted shares that are transferred in accordance with the provisions of this Agreement shall be deemed a shareholder and be bound by all of the provisions of this Agreement.
Where a meeting is held, there is a legal requirement that minutes are taken (and the Companies Act 2006 requires them to be retained for at least 10 years).
Our guide on Corporate governance describes, the UK Corporate Governance Code for listed companies says that boards should meet regularly, that there should be a schedule of matters that may only be settled by the board, and directors should be properly briefed.
(The ICSA website has further guidance on this.) In addition, the Code requires that the directors’ annual report contains a record of attendance at board and committee meetings.
Any purported or attempted transfer of restricted shares that does not comply with the provisions of this Agreement shall be null and void and the purported transferee shall not be deemed to be a shareholder of the Corporation and shall not be entitled to receive a stock certificate or any dividends or other distributions on or with respect to such restricted shares.
For the purposes of this Shareholder Agreement, a purported transfer of shares that causes such shares to be subject to an option under Paragraph 5 shall be deemed to comply with the provisions of this Agreement only after the expiration of such option."The shares represented by this certificate are subject to and are transferable only on compliance with a Shareholders Agreement dated the ______ day of _________________, among shareholders, a copy of which is on file in the office of the Secretary of the Corporation."Whenever under this Sharholder Agreement notice is required to be given, it shall be given in writing served in person or by registered mail, return receipt requested, and it shall be deemed to have been given upon personal delivery or on the date notice is posted.