股東協(xié)議中英文版股東協(xié)議中英文版 SHAREHOLDERS AGREEMENT AGREEMENT made this day of year between Corporation having its principal office at and SHAREHOLDERS AGREEMENT AGREEMENT made this day of year between Corporation having its principal office at and residing at and residing at and residing at Whereas the above signed parties wish to promote the Corporation s interests and secure their own interests by making provision to avoid future differences It is therefore mutually agreed that 1 As long as each of the undersigned shareholders remains a shareholder in Corporation he or she will vote his or her respective shares of stock in the corporation for each of the following named directors 1 2 3 Any of the above directors who cease to be a shareholder in the Corporation shall submit his or her resignation to the Corporation when he or she transfers his or her shares 2 Each of the undersigned parties agree that he or she shall will devote his or her best efforts to the best interests and advancement of the corporation 3 For the common interest of the Corporation the undersigned shareholders agree to the following people appointed and elected as officers of the Corporation as long as they remain shareholders of the Corporation and perform competently faithfully and efficiently President Vice President Secretary Treasurer Any of the foregoing officers who ceases to be a shareholder in the Corporation shall submit his or her resignation to the corporation when he or she transfers his or her shares 4 a The undersigned shareholders agree any action taken at a meeting of the shareholders that receives a vote in favor of less than of the shareholders may be subject to action from the dissenting shareholders They may the shares of the corporation owned by the dissenter s at a price per share computed on a pro rata basis according to Section 4 d of this agreement within days The below undersigned shareholders agree that should their vote in Purchase the dissenter s shares computed on a pro rata basis according to Section 4 d of this agreement within days 4 b The undersigned shareholders agree that they will not sell pledge assign transfer hypothecate or otherwise dispose of the shares of stock owned by any of them unless the shares of stock have been first offered to the corporation at a price computed on a pro rata basis according to Section 4 d of this agreement Any such offer shall be made in writing and shall remain open for the acceptance of the corporation for a period of no less than days Should the corporation accept the offer it must agree in writing to purchase the entire amount of stock offered and shall make a down payment comprised of of the total purchase price The remaining balance of the total purchase price shall be paid as provided for in Section 4 e of this agreement If the Corporation should choose not to purchase the shares within days the shares shall be offered to the remaining shareholders on the same pro rata basis as provided for in Section 4 d of this agreement Any such offer shall be shall remain open for a period of days and shall be made in writing In the event the remaining shareholders wish to accept the offer they must agree in writing to purchase any or all of their pro rata portion of shares and make a down payment comprised of of the total purchase price The balance of the total purchase price shall be paid as provided in Section 4 e of this agreement If any shareholder should elect not to purchase his or her portion of the shares or should elect to purchase less than the full amount the remainder shall be offered to the other shareholders on the same pro rata basis as outlined in Section 4 d of this agreement After this offering to the remaining shareholders any amount of stock that remains unpurchased shall be considered freely transferable and no longer subject to the provisions and limitations of this agreement This agreement shall not bar a sale transfer assignment or bequest shares of stock by one of the undersigned shareholders to a member of his or her immediate family who shall however take his or her stock subject to all the provisions and limitations of this agreement 4 c The parties to this agreement agree that upon the death of or the executors administrators or other such legal representatives of the deceased shall within days offer to sell to the Corporation all the shares of stock owned by the deceased at the time of his or her death It is the wish of the parties to this agreement that after the qualification of the legal representatives of the deceased shareholder his or her family shall terminate any and all interest in the Corporation and that any and all members of the family to whom the deceased has left shares of stock shall sell to the Corporation all shares of stock owned by them within a period of days The price per share shall be computed on a pro rata basis according to the provisions of Section 4 d of this agreement 4 d The undersigned parties agree that as of this date one share of stock in the corporation is worth It is the intention of the parties to review this figure times per year and that the last agreed upon figure prior to a such transfer as described in Sections 4 a b or c shall be binding and conclusive determination as to the value of the stock for such purposes e The purchase price shall be paid as follows in cash within days after the qualification of the legal representatives of the deceased shareholder of the unpaid balance shall be paid within the succeeding days and of the still remaining unpaid balance within days Interest at the rate of shall be calculated on the outstanding unpaid balance The Corporation reserves the right to prepay the whole or any part of the amount owed without the imposition of a premium or penalty therefore 5 The parties hereto agree that they will not dispose of their shares of stock in such a way as to cause the termination of the Corporation s ability to be taxed as an electing Small Business Corporation under Subchapter S of the Internal Revenue Code of 1954 6 Each certificate of stock of the Corporation shall contain the following information Transfer or pledge of these shares is restricted under a shareholders agreement dated year A copy of the agreement which affects other rights of the holder of these shares will be kept on file at the office of the Corporation at 7 Should any dispute arise between two or more of the parties to this agreement as to their rights under any provisions of this agreement the parties hereby agree to refer such dispute to the American Arbitration Association whose decision on the questions shall be binding on the parties and shall be without appeal 8 The Corporation is authorized to enter into this agreement by a resolution adopted by the shareholders and directors dated year 9 This agreement or any of its provisions may be changed only by the mutual consent of the undersigned parties and unless so changed it remains binding upon all the parties their heirs executors administrators legal representatives and assigns who shall execute and deliver all necessary documents required to carry out the terms of this agreement In witness thereof the individual parties hereto set their hands and seals and the Corporation has caused this agreement to be signed by its duly authorized officers and the corporate seal affixed President date Secretary date Shareholder date 股東協(xié)議 本協(xié)議由下列各方訂立于 年 月 日 1 公司 主營業(yè)所位于 與 2 住所地位于 與 3 住所地位于 與 4 住所地位于 鑒于以上各方有意于通過制訂規(guī)范來避免今后的沖突 以 提高公司的利益和確保他們自己的利益 各方當(dāng)事人就以下事 實(shí)達(dá)成共識 1 若簽署本協(xié)議的各位股東仍為 公司的股東 他或她將分別以他們在此公司的股份向以下董事投贊成票 1 2 3 以上董事中的任何人若要停止成為 公司 的股東 需要 在他或她轉(zhuǎn)讓股份的時(shí)候向 公司 遞交辭呈 2 簽署本協(xié)議的各方同意他或她將為 公司 的最佳利 益和發(fā)展盡最大的努力 3 為了 公司 的共同利益 簽署本協(xié)議的各位股東同 意以下的各位在他們?nèi)詾?公司 股東 并且盡忠職守 工作 有效的前提下?lián)?公司 職位 主席 副主席 秘書 財(cái)務(wù)總監(jiān) 以上各職位中的任何人若要停止成為 公司 的股東 需 要在他或她轉(zhuǎn)讓股份的時(shí)候向 公司 遞交辭呈 4 B 簽署本協(xié)議的各位股東同意 他們將不出售 抵押 轉(zhuǎn)讓 過 戶 質(zhì)押 或者處置他們?nèi)魏稳怂械墓煞?除非該股份已經(jīng) 以本協(xié)議第 4 D 條的規(guī)定 以每股為單位計(jì)算價(jià)格 向 公 司 發(fā)出股權(quán)轉(zhuǎn)讓要約 該要約應(yīng)當(dāng)以書面形式表示 并且在 不少于 天之內(nèi)等候 公司 的承諾 如果 公司 對要約進(jìn)行承諾 公司 必須以書面形式同意購買全部招股的 股份 并且應(yīng)當(dāng)支付不少于購買價(jià)款總額 的第一筆付 款 余下的價(jià)款應(yīng)當(dāng)按第 4 E 條的規(guī)定進(jìn)行支付 如果在 天之內(nèi) 公司 沒有選擇購買該股份 應(yīng)當(dāng)以本協(xié)議第 4 D 條的規(guī)定 以每股為單位計(jì)算價(jià)格 向其他的股東發(fā)出 股權(quán)轉(zhuǎn)讓要約 該要約應(yīng)當(dāng)以書面形式表示 并且在 天之內(nèi)等候承諾 如果其他的股東愿意對要約進(jìn)行承諾 他們必須以書面形式同意購買任意或全部的他們在該招股股份 中的份額 并且支付全部認(rèn)購價(jià)款總額 的第一筆付款 余下的價(jià)款應(yīng)當(dāng)按第 4 E 條的規(guī)定進(jìn)行支付 如果任何股東 決定不購買他或她的份額 或者決定不購足其份額 剩余的股 份應(yīng)當(dāng)根據(jù)本協(xié)議第 4 D 條的規(guī)定 同樣的以每股為單位計(jì) 算價(jià)格向其他股東發(fā)出股權(quán)轉(zhuǎn)讓要約 在這份要約之后 如果 仍有一部分的股份未被購買 這部分股票將可以自由轉(zhuǎn)讓 并 且不受本協(xié)議規(guī)定和限制的管轄 本協(xié)議不限制簽署本協(xié)議的 各位股東向其近親屬出售 轉(zhuǎn)讓 過戶或增與股份 但其近親 屬應(yīng)當(dāng)按本協(xié)議的規(guī)定和限制處置其股份 4 C 本協(xié)議的各方當(dāng)事人同意在 或 死亡的情況下 遺囑執(zhí)行人 遺產(chǎn)管理 人 或其他死者的法定代理人應(yīng)當(dāng)在他或她死亡的 天之內(nèi) 就死者所有的股份向 公司 發(fā)出股票轉(zhuǎn)讓要約 本協(xié)議的各方當(dāng)事人同意在任何人取得成為死者法定代理人資 格之后 他或她的家庭成員應(yīng)當(dāng)終止任何及全部的與 公司 有關(guān)的利益往來 得到死者股份的家庭成員中的任何人或全部 人應(yīng)當(dāng)在 天之內(nèi)將其所有的股份出