株主間契約書
Shareholders Agreement
通常版
Shareholders Agreement
This Agreement made and entered into May 30, 2023 (“Effective Date”) by and between ABC Market, LLC, a Delaware limited liability company (“ABC”), and Yamada Co., Ltd., a Japanese kabushiki-kaisha (“Yamada”) with regard to the operation and treatment of shares of International Trading Co., Ltd. (the “Company”). ABC and Yamada are hereinafter referred to collectively as the “Shareholders” and each individually as a “Shareholder”.
RECITALS
Whereas the Company is a company incorporated in Japan with its authorized capital Ten Million Yen (\10,000,000) divided into Two Hundred (200) shares;
Whereas at the time of this Agreement, each of ABC and Yamada respectively has 50% of shares of the Company;
Whereas the parties wish to enter into this Agreement to record the terms of investment and their arrangements concerning the operation of the business and their relationship as shareholders in the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ABC and Yamada hereby agree as follows:
Article 1 Appointment and removal of Directors
The Company will be managed by a board of directors in accordance with the terms of this Agreement and all applicable laws. Upon and subsequent to the Effective Date, the board of directors will consist of three (s) directors. It is agreed that ABC and Yamada shall each be entitled to elect one director to the board of directors so long as each is a shareholder. Two directors shall constitute a quorum for the transaction of any business at any meeting for the board of directors. The hiring, firing and determination of compensation for any director shall require the majority approval of the shareholders, provided that in the event that any shareholder desires to remove, for cause, a director appointed by such shareholder, the shareholders shall agree to vote their shares in favor of such removal.
