SHAREHOLDERSAGREEMENT.docx

1、SHAREHOLDERSAGREEMENTSHAREHOLDERSAGREEMENT合同范本 The agreement,made this day of， _by and between _， a corporation duly organized and existing under the laws of mexico and having its principal office at_mexico (hereinafter referred to as “_ ”)，represented by_and _ ，a corporation duly organized and exis

2、ting under the laws of_ and having its principal office at (hereinafter referred to as “_ ”)， represented by_. SETH WHEREAS，_ has been established with the purpose _among other things， of investing _ business， and is now desirous of becoming engaged in the manufacturing and selling Contract business

3、; WHEREAS， _ has for many years been engaged in _， among other things， research， development and production of certain Contract Products and in the sale of such Products in various parts of the world; WHEREAS， _ has experience in manufacturing Contract PRODUCTS in overseas coun-tries and is therefor

4、e capable of furnishing technical assistance for manufacturing such PRODUCTS. WHEREAS， _ and _ are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture ContractPRODUCTS hereinafter more particularlydescribed; andWHEREAS，_ and_ are desirous that said ne

5、w company will obtain technical assistance from _ for manufacturing such PRODUCTS and _ is willing to furnish such technical assistance to the new company; NOW， THEREFORE in consideration of the premises and the mutual covenants herein contained， it is hereby mutually agreed as follows: CLAUSE 1. IN

6、CORPORATION OF NEW COMPANY:1.1 For the purpose of forming a new company to engage in manufacturing and selling the “PRODUCTS”defined in 2.1 of CLAUSE 2， both parties hereby agree to incorporate jointly in Mesico a stock Corporation of variable capital under the Commercial Code of Mexico， with such c

7、orporations Articles of Incorporation to be in the form attached hereto as Exhibit A， which shall be an integral part of this Agremment， such new corporationto be hereinafter referred to as “PCAM”.The name of FCAM shall be:subjectto the provisions of Articles of Incorporation of FCAM.1.2 The percent

8、age ownership of the respective parties hereto in the capital stock of FCAM shall be，_and its three designees an aggregate of fifty-one percent (51%)， and _ and its three designees. an aggregate of forty-nine percent (49% )， which percentage shall bemaintained without change at all times during the

9、term of this Agreement， unless otherwise expressly agreed in writing by both parties hereto.In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five (5) shareholders. each of _ and _ may appoint three (3)designees， each of whom shall own o

10、ne (1)， but not more than one (1)， share of FCAM out of their respective shareholdings during the term of this Agreement._ and_ shall at all times be responsible for their respective designees compliance with the provjsions of thisAgreement and the Articles of INcorporation of FCAM applicable to X a

11、nd Y so long as any of them or their successors or assigns hold said shares of FCAM. prior to the appointment of them or their successors or assigns hold said shares of FCAM. prior to the appointment of such designees._and _shallconsult with each other. 1.3 During the term of this Agreement， neither

12、 party hereto shall (whether voluntarily or by operation of law or otherwise sell， assign， transfer， mortgage， pledge， encumber， grant a security interest in， or in any other mannerdispose of attempt to dispose of (hereinafter sometimes referred to as “dispose” or “disposition”)， any or all of the s

13、hares of FCAM (or any right or interest therein) which may now or hereafterbe owned by either party hereto， execpt in accordance with the terms and conditions of this Agreementand the Artticles of Incorporation of FCAM.1.4 _s investment in the initial capitial of FCAM or in any subsequent increase o

14、f the authorities of the_ Government.1.5 Promptly after the incorporation of FCAM， both parties hereto shall cause FCAM to file application for and obtain its own registration as well as that for X and Ys shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as requ

15、ired by the Law to promote Mexican Investments and to Regulate Foreign nvestments.CLAUSE2. PRODUCTS TECHNICAL ASSISTANCE:2.1 Products to be manufactured and sold by FCAM shall be _specified to be hereinafter referred to as “contract PRODUCTS”. other type may be added as “Contract PRODUCTS” if and wh

16、en mutually agreed by_ and _ .2.2.Both parties hereto agree that _ shall furnish to FCAM certain license and technical assistance for anufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded betweenFCAM and _ in the form attached thereto asExhibit B.(hereina

17、fter referred to as the “Technical AssistanceAgreement”).CLAUSE3. MARKETING PRODUCTS:3.1 AS it is most efficient and economical and therefore it is for the best interest of FCAM， sale of Contract PRODUCTS manufactured by FCAM shall be directly made by FCAM itselfto third party _in Mexico.3.2 When ex

18、port of Contract PRODUCTS manufactured by FCAM is recommended by export through _ ， since it is for the interest of FCAM inmaking export to use the international sales facilities of _ and also since The agreement,made this day of， 19 by and between xxx， a corporation duly organized and existing unde

19、r the laws of mexico and having its principal office at_mexico (hereinafter referred to as “_ ”)，represented by_and _ ，a corporation duly organized and existing under the laws of_ and having its principal office at (hereinafter referred to as “_ ”)， represented by_. SETH WHEREAS，_ has been establish

20、ed with the purpose _among other things， of investing _ business， and is now desirous of becoming engaged in the manufacturing and selling Contract business; WHEREAS， _ has for many years been engaged in _， among other things， research， development and production of certain Contract Products and in

21、the sale of such Products in various parts of the world; WHEREAS， _ has experience in manufacturing Contract PRODUCTS in overseas coun-tries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS. WHEREAS， _ and _ are desirous of cooperating with each other in jo

22、intly setting-up a new company in Mexico to manufacture ContractPRODUCTS hereinafter more particularlydescribed; andWHEREAS，_ and_ are desirous that said new company will obtain technical assistance from _ for manufacturing such PRODUCTS and _ is willing to furnish such technical assistance to the n

23、ew company; NOW， THEREFORE in consideration of the premises and the mutual covenants herein contained， it is hereby mutually agreed as follows: CLAUSE 1. INCORPORATION OF NEW COMPANY:1.1 For the purpose of forming a new company to engage in manufacturing and selling the “PRODUCTS”defined in 2.1 of C

24、LAUSE 2， both parties hereby agree to incorporate jointly in Mesico a stock Corporation of variable capital under the Commercial Code of Mexico， with such corporations Articles of Incorporation to be in the form attached hereto as Exhibit A， which shall be an integral part of this Agremment， such ne

25、w corporationto be hereinafter referred to as “PCAM”.The name of FCAM shall be:subjectto the provisions of Articles of Incorporation of FCAM.1.2 The percentage ownership of the respective parties hereto in the capital stock of FCAM shall be，_and its three designees an aggregate of fifty-one percent

26、(51%)， and _ and its three designees. an aggregate of forty-nine percent (49% )， which percentage shall bemaintained without change at all times during the term of this Agreement， unless otherwise expressly agreed in writing by both parties hereto.In order to conform to the requirements of Mexican l

27、aw that a stock corporation shall at all times have at least five (5) shareholders. each of _ and _ may appoint three (3)designees， each of whom shall own one (1)， but not more than one (1)， share of FCAM out of their respective shareholdings during the term of this Agreement._ and_ shall at all tim

28、es be responsible for their respective designees compliance with the provjsions of thisAgreement and the Articles of INcorporation of FCAM applicable to _ and _ so long as any of them or their successors or assigns hold said shares of FCAM. prior to the appointment of them or their successors or ass

29、igns hold said shares of FCAM. prior to the appointment of such designees._and _shallconsult with each other. 1.3 During the term of this Agreement， neither party hereto shall (whether voluntarily or by operation of law or otherwise sell， assign， transfer， mortgage， pledge， encumber， grant a securit

30、y interest in， or in any other manner dispose of attempt to dispose of (hereinafter sometimes referred to as “dispose” or “disposition”)， any or all of the shares of FCAM (or any right or interest therein) which may now or hereafterbe owned by either party hereto， execpt in accordance with the terms

31、 and conditions of this Agreementand the Artticles of Incorporation of FCAM.1.4 _s investment in the initial capitial of FCAM or in any subsequent increase of the authorities of the_ Government.1.5 Promptly after the incorporation of FCAM， both parties hereto shall cause FCAM to file application for and obtain its own registration as well as that for X and Ys shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as required by the La