Description
This is a form of shareholders' agreement with a few notable features.
The standard features include a right of first refusal, purchase rights upon trigger events such as death and divorce, and drag-along rights. Valuation for purchase rights is based on an EBITDA formula with a right to have an appraisal instead.
Unique features include the following:
1. The agreement contemplates covering both voting and non-voting common stock.
2. Provision that grantees of restricted stock awards who sign the agreement have the agreement cover their shares immediately upon their vesting.
3. Concept of a "key shareholder" such that purchase rights are in the following order: company, key shareholder, other shareholders.
