Shareholder Agreement Delaware

In that regard, the shareholders` agreement prohibited the issue of new shares to third parties, unless the potential shareholder had executed, before the issue, a Joinder in the form set out in the annex. Failure to comply with the Joinder requirement rendered the edition null and void. (a) a shareholder or two or more shareholders may, by written agreement, store or transfer to that person or to any person, entity or voting entity the capital of an initial expenditure with one or more persons or one or more entities entitled to act as trustees; or representatives having the right to vote, the right to vote for any period fixed by such an agreement, under the conditions laid down in this Agreement. The agreement may contain all other legal provisions that are not incompatible with this purpose. Following the delivery of a copy of the agreement to the registered office of the company in that State or to the registered office of the company, the copy of which shall be open to access by each shareholder of the company or any beneficiary of the trust, in accordance with the agreement, during business hours, certificates of shares or uncertified shares shall be issued to the voting agent or to the agents for shares an initial issue, which has thus been deposited with those voting trustees, and all certificates of uncertified shares or shares transferred thereby to the voting trustee or voting trustees are handed over and cancelled, and new uncertified certificates or shares are therefore issued to the voting trustee or voting trustees. The certificate so issued, if any, indicates that it was issued under such an agreement, and this fact is also mentioned in the company`s share book. . . .