To: Corporation (“Corporation”) and Shareholders: All Shareholders Bound by Shareholders Agreement (“Parties”)
Subject: Shareholders’ Agreement (“Shareholders’ Agreement”); adoption by prospective new transferee
Pursuant to the terms of the Shareholders’ Agreement, no transfer of any of the shares of the Corporation can be made except under certain prescribed circumstances and unless the transferee of such shares first enters into this Assumption Agreement.
In that regard, _______________________(Selling Shareholder and “Transferor”), a Shareholder proposes transferring ___ shares to a new Shareholder, ______________ (Buying Shareholder and “Transferee”).
The Transferee has agreed to observe and to be bound by the terms of the Shareholders’ Agreement so that its provisions will govern the rights and obligations among the Parties and the parties hereto regarding the organization and affairs of the Corporation and the sale of shares of the Corporation under certain circumstances and the Transferor has agreed to guarantee the due performance by the Transferee of all obligations imposed on the Transferor or Transferee pursuant to the Shareholders’ Agreement and to remain liable as principal debtor in respect of all such obligations.
Therefore for good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged, the undersigned, intending to be legally bound hereby, hereby agrees as follows:
I. The Transferee acknowledges that the foregoing recitals are true and correct and acknowledges having received and reviewed a copy of the Shareholders’ Agreement.
2. The Transferee agrees to be bound by the terms of the Shareholders’ Agreement in the same manner as if the Transferee had been an original party thereto and to the same extent as the Transferor.
3. The Transferee represents and warrants that the Transferee is purchasing the Shares as principal, for its own account and not as agent, trustee or representative for any other person, unless otherwise stipulated in this Agreement.
4. All notices, requests, demands or other communications (collectively, “Notices”) by the terms of the Shareholders’ Agreement required or permitted to be given by one party to any other shall be given to the Transferee in accordance with the terms of the Shareholders’ Agreement, at:
Name of New Shareholder: ________________________________________.
Legal Address of New Shareholder: _________________________________.
5. Unless specifically defined herein or unless the context otherwise requires, terms used herein which are defined in the Shareholders’ Agreement shall have the meanings ascribed to such terms in the Shareholders’ Agreement.
6. This Agreement shall be governed by and construed in accordance with the laws of the State of __________________ applicable therein and shall be binding upon the undersigned and their heirs, executors, administrators, successors, permitted assigns and legal representatives.
7. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
8. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
9. Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.
10. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
11. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date first written above.
_________________________ _______________________
Transferor Transferee
_________________________ _______________________
Secretary of Corporation Acknowledgment of Receipt Date
The Board of Directors approve the above Agreement and ratifies it with their signatures below and authorize the transfer of shares under the terms and conditions of this Agreement.
_________________________ ______________________ ________________
Each Board Member Must Sign Name Name
__________________
Date
Shareholder, New-Assumption Agreement
Review List
This review list is provided to inform you about the document in question and assist you in its preparation. The above Shareholder Assumption Agreement permitting transfer of shares in your corporation incorporates three elements into the one document for simpler tracking purposes: the Assumption Agreement itself; Board approval and ratification; and notification by the Corporate Secretary of receipt of both.
- Be sure all parties sign the agreement with multiple originals for the old shareholder, the new shareholder, Board records, corporate minute book records, and a record for the file of the new shareholder held at the company.
- You must vigilantly protect your original Shareholder Agreement if you desire to keep it in full force and effect. If you make an exception, you open the door for future challenges.
- Prompt record keeping in this regard will prevent costly attempts to reconstruct it at a later date, usually when needed in a hurry, and many of the principals have ceased being active participants in the company, and may, in fact, be estranged from the firm and unwilling to assist you in cleaning up back records. So, for all of the above reasons, do this in a timely manner.
- A practical suggestion is to gather all documents requiring Board signature and make them available at the next physical Board meeting. This simplifies the signature process and incorporates the documents into the minutes of the meeting, always a good thing for record preservation.
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