全球最权威的Term sheet（续1）——股东协议书 Shareholders Agreement.pdfVIP

Shareholders Agreement This Shareholders Agreement is made on ……………..by and between: 1. Mr. … with residence at .., (hereinafter ‘X ’); 2. Mr …. with residence at (hereinafter ‘Y’); 3. …. nv, a Belgian ‘naamloze vennootschap’, with registered office at ……………….., (hereinafter the ‘Company’), validly represented by its founder shareholder Mr. X; 4. …….. Finance nv, a Belgian ‘naamloze vennootschap’, with registered office at …… (hereinafter ‘Z’), validly represented by Mr…… and Mr…..; 5. …… nv, a Belgian ‘naamloze vennootschap’, with registered office at …, (hereinafter ‘B’), validly represented by Mr. ……. WHEREAS the Company has acquired full and unrestricted ownership of certain assets from B (hereinafter the ‘Assets’), pursuant to an Asset Purchase Agreement dated ……., attached as Schedule 1 hereto; WHEREAS the Company is seeking financial support for the execution of the scheduled payment for such Assets as agreed to in the aforementioned Asset Purchase Agreement; WHEREAS Z is willing to grant such financial support under certain terms and conditions; NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS: 1 Payment schedule of the purchase price of the Assets. Pursuant to the Asset Purchase Agreement dated …………, the full consideration for the Assets will be …………… Euro of which : - .000 Euro will be paid in cash on …………. 1 For the remaining part of the payment the Company has been granted a Vendor’s Loan from B to be repaid as follows : - .. Euro will be paid in cash on - 100.000 Euro will be paid in cash on - …. Euro will be paid in cash at any time before … it being agreed that, in case such amount would not ha