shareholders agreement template 2014

8/12/2019 Shareholders Agreement Template 2014

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SHAREHOLDERS AGREEMENT

between

Jane

and

Joy

in respect of shareholdings in and management of

_____________________________MyCo Sdn Bhd

__________________________________________________________

[Date]


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SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this "Agreement") is entered into on the____ day of [month], 20, by and between!

Ms. Jane, (y#ad $o! %%%) of (address) ___ _______________ _________,#&ala '&mp&r, alaysia (Party A)* and

Ms. Joy, (y#ad $o! %%%) of (address) ___ _______________ _________,#&ala '&mp&r, alaysia (Party B)*

+egarding MyCo($o -y.t! %%%) a pri/ate limited company incorporated in alaysia

and ha/ing its registered office at %%%, alaysia (Comany)

!HEREAS, the arties wish to set forth their agreements and &nderstandings with

respect to the shareholding, management and operation of 1ompany as recited abo/e*

NO!" THERE#ORE, the arties hereby agree as follows!

SECTION $. DE#INITIONS

or p&rposes of this 3greement, in addition to the terms defined abo/e, the followingterms shall ha/e the following meanings!

"Agreement" means this 3greement and all 3ppendices attached hereto as may,

from time to time, be amended in writing by m&t&al agreement of the arties

2 "Art%&'es o( Asso&%at%on" means the 3rticles of 3ssociation of the 1ompany

attached as 3ppendi% hereto

4 "Board o( D%re&tors" means the 5oard of Directors of the 1ompany

6 "Cha%rman" means the 1hairman of the 5oard of Directors of the 1ompany

7 "D%re&tor" means a Director of the 1ompany

8 "Person" means any indi/id&al, firm, corporation, partnership, &nincorporated

9oint /ent&re, consorti&m, registered association, other 9&ristic person or any other

entity of whatsoe/er .ind and shall incl&de any s&ccessor (by merger orotherwise) of s&ch entity

: "Shares" means the total shares in the capital of 1ompany


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SECTION ). B*SINESS O# COMPAN+

;he b&siness of 1ompany shall be, witho&t limitation, as set forth in the 'ist of 5&siness


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owns or may ac@&ire in 1ompany, e%cept &pon the terms and conditions set o&t in

this -ection

72 Th%rd Party O((er. Anless otherwise agreed to by the other arty, no arty may

transfer or sell all or part of her -hares in the absence of a bona fide written offer

from a third party &rthermore, no arty may transfer or sell all or part of her-hares to a third party that is engaged in the same or related lines of b&siness of

the 1ompany

74 R%ght o( #%rst Re(0sa'. Bf, &pon receipt of a bona fide written offer from a

third party that is not engaged in the same or related lines of b&siness of either the

1ompany as stip&lated in -ection 72, a arty hereto (the "Se''%ng Shareho'der")

desiring to sell all or part of her -hares (the "O((ered Shares") to s&ch third party,the -elling -hareholder m&st first offer the


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E2 Term%nat%on ;his 3greement shall contin&e in force &ntil s&ch time as!

(a) it is terminated by the m&t&al agreement of the arties*

(b) it is terminated by arty 3 &pon a material breach of this 3greement by

arty 5, or it is terminated by arty 5 &pon a material breach of this3greement by arty 3*provided, however, that the non=defa&lting arty

m&st gi/e written notice of s&ch material breach described in reasonable

detail to the defa&lting arty, and the defa&lting arty m&st be gi/en a c&reperiod of thirty (40) days in which to remedy s&ch material breach to the

satisfaction of the non=defa&lting arty, and if the material breach is not

remedied by the end of s&ch thirty (40) day c&re period or by a date agreed

in writing by both arties, the 3greement may be terminated forthwith bywritten notice from the non=defa&lting arty*

(c) one of the arties shall go into ban.r&ptcy or li@&idation (e%cept a

/ol&ntary reorganiation for the p&rpose of reconstr&ction oramalgamation &pon terms pre/io&sly appro/ed in writing by the other

arty), or a recei/er is appointed o/er any of its?his?her assets* or

(d) any order is made or an effecti/e resol&tion is passed or analogo&s

proceedings are ta.en for the winding &p of 1ompany or if all ors&bstantially all of the assets of 1ompany are e%propriated or otherwise

placed &nder the direct control of any go/ernment or if 1ompany is &nable

to pay its debts as they fall d&e or ma.es a general assignment for the

benefit of its creditors or has recei/er or manager appointed o/er all or as&bstantial part of its b&siness or assets

E4 L%a2%'%ty Bn the e/ent of termination of this 3greement p&rs&ant to -ectionE2, no arty hereto shall ha/e any liability to the other arty or their respecti/e

shareholders, directors or officers, e%cept that nothing in this 3greement will

relie/e any arty from liability for any breach of this 3greement prior to s&chtermination $o arty shall in any e/ent be liable to the other arty for loss of

anticipated profits from the transactions contemplated by this 3greement or for

any other conse@&ential or special damages arising o&t of the termination of this

3greement

SECTION 9. E:PENSES

;he arties shall pay all of their own e%penses relating to the transactions contemplated

by this 3greement, incl&ding witho&t limitation, the fees and e%penses of their respecti/e

legal co&nsel, acco&ntants, appraisers, financial cons&ltants and other ad/isors

SECTION $;. NO ASSIGNMENT


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;he rights and d&ties &nder this 3greement may not be assigned or delegated, as the case

may be, by any of the arties

SECTION $$.!AI6ER/ RIGHTS AND REMEDIES C*M*LATI6E

$o single or partial e%ercise of any right, power or pri/ilege here&nder shall precl&de anyother or f&rther e%ercise thereof or the e%ercise of any other right, power or pri/ilege

;he rights and remedies pro/ided in this 3greement are c&m&lati/e and not e%cl&si/e of

any rights or remedies otherwise pro/ided by law

SECTION $). SE6ERABILIT+

;he pro/isions of this 3greement shall be deemed se/erable, and the in/alidity of anypro/ision of this 3greement shall not affect the /alidity of the remaining pro/isions of

this 3greement

SECTION $,. ENTIRE AGREEMENT/ AMENDMENT OR MODI#ICATION

;his 3greement constit&tes the entire agreement between the arties with respect to the

s&b9ect matter of this 3greement ;his 3greement may not be amended or modified in

any respect e%cept by a written instr&ment signed by each of the arties ;here ha/e beenno representations, warranties, co/enants or agreements, written or oral, other than those

e%pressed herein

SECTION $. NOTICES

$.$. Method. Cach notice, demand or other comm&nication gi/en or made &nder

this 3greement shall be in writing and hand deli/ered or sent by registered mail orco&rier to the rele/ant arty at its address set forth in the first paragraphs of this

3greement

$.). Deemed De'%4ery 3ny notice, demand or other comm&nication so addressed

to the rele/ant arty shall be deemed to ha/e been deli/ered!

(i) if gi/en or made by hand, when deli/ered*

(ii) if gi/en or made by letter by prepaid registered mail on the fifth (7th)

b&siness day after posting* and

(iii) if sent by recognied co&rier ser/ice on the third (4rd) b&siness day after

sending

SECTION $1. NO THIRD-PART+ BENE#ICIARIES


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Cach of the arties intends that this 3greement shall not benefit or create any right or

ca&se of action in or on behalf of any person other than the arties hereto

SECTION $5. HEADINGS #OR CON6ENIENCE ONL+

;he headings contained in this 3greement are solely for the con/enience and shall notaffect the interpretation of this 3greement

SECTION $7. TIME IS O# THE ESSENCE

Bn all matters time is of the essence in the performance of all obligations &nder this

3greement

SECTION )5. GO6ERNING LA!

;his 3greement shall be go/erned by and constr&ed in accordance with the laws of the

alaysia


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IN !ITNESS !HEREO#, the arties ha/e d&ly e%ec&ted and deli/ered this3greement as of the date first abo/e written

) 5y s Jane, (y#ad $o! %%% (arty 3)

___________________________

Dated!

!ITNESS

shareholders agreement template 2014

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