英汉对照_股东协议范本.doc

英汉对照：股东协议SHAREHOLDERS AGREEMENTAGREEMENT 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 interestsand 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 votehis or herrespective shares of stock in the corporation for each of the following nameddirectors.1._____________________________2._____________________________3._____________________________Any of the above directors who cease to be a shareholder in the Corporationshall submit his or her resignation to the Corporation when he or she transfershis or her shares.2. Each of the undersigned parties agree that he or she shall will devote his orher best efforts to the best interests and advancement of the corporation.3. For the common interest of the Corporation，the undersignedshareholdersagree to the following people appointed and elected as officers of theCorporation ， as long as they remain shareholders of the Corporation and performcompetently ， faithfully ， and efficiently._________________________________________（ President ）_________________________________________（ Vice President ）_________________________________________（ Secretary ）_________________________________________（ Treasurer ）Any of the foregoing officers who ceases to be a shareholder in the Corporationshall submit his or her resignation to the corporation when he or she transfershis or her shares.4（a）。

The undersigned shareholders agree any action taken at a meeting of theshareholders that receives a vote in favor of less than ________%of theshareholders may be subject to action from the dissenting shareholders. They mayorrequire the other shareholders to either （ 2） Purchase（1）Rescind the actionthe shares of the corporation owned by the dissenter（s）at aprice per sharecomputed on a pro rata basis according to Section 4（ d）of thisagreement within_______ days. The below undersigned shareholders agree that should their vote infavor of the action be dissented fromRescind it ， or （2），they will either（ 1）Purchase the dissenter's shares computed on a pro rata basis according toSection 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 ownedby any of them ， unless the shares of stock have been first offered to thecorporation at a price computed on a pro rata basis according to Section 4 （ d） ofthis agreement. Any such offer shall be made in writing and shall remain openfor the acceptance of the corporation for a period of no lessthan ______ days.Should the corporation accept the offer，it must agree inwriting to purchasethe entire amount of stock offered and shall make a down payment comprised of______% of the total purchase price. The remaining balance of thetotal purchaseprice shall be paid as provided for in Section 4（ e）of thisagreement. If theCorporation should choose not to purchase the shares within_______ days ， theshares shall be offered to the remaining shareholders on the same pro rata basisas provided for in Section 4（ d）of this agreement. Any suchoffer shall be shallremain open for a period of ______ days and shall be made in writing. In theevent the remaining shareholders wish to accept the offer，theymust agree inwriting to purchase any or all of their pro rata portion of shares ， and make adown payment comprised of _______% of the total purchase price.The balance ofthe total purchase price shall be paid as provided in Section 4（ e） of thisagreement. If any shareholder should elect not to purchase his or her portion ofthe shares ， or should elect to purchase less than the full amount， the remaindershall be offered to the other shareholders on the same pro rata basis asoutlined in Section 4 （d） of this agreement. After this offering to the remainingshareholders ，。