To: Corporation (“Corporation”) and Shareholders: All Shareholders Bound
by Shareholders Agreement (“Parties”)
Subject: Shareholders’ Agreement (“Shareholders’ Agreement”); adoption by prospective new transferee
Pursuant to the terms of the Shareholders’ Agreement, no transfer of any of the shares of the Corporation can be made except under certain prescribed circumstances and unless the transferee of such shares first enters into this Assumption Agreement.
In that regard, ___________(Selling Shareholder and “Transferor”), a Shareholderproposes transferring _ shares to a new Shareholder, ____ (Buying Shareholder and “Transferee”).
The Transferee has agreed to observe and to be bound by the terms of the Shareholders’ Agreement so that its provisions will govern the rights and obligations among the Parties and the parties hereto regarding the organization and affairs of the Corporation and the sale of shares of the Corporation under certain circumstances and the Transferor has agreed to guarantee the due performance by the Transferee of all obligations imposed on the Transferor or Transferee pursuant to the Shareholders’ Agreement and to remain liable as principal debtor in respect of all such obligations…..
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