Below is a proposed shareholders’ agreement drafted by Beckman’s… Below is

  

Below is a proposed shareholders’ agreement drafted by Beckman’s… Below is a proposed shareholders’ agreement drafted by Beckman’s counsel. Assume WKS is a Delaware corporation and its charter does not provide for cumulative voting or preemptive rights. 1. You represent Sjostrom. What do you have on the agreement?2. Why didn’t Beckman include preemptive rights?3. What’s the purpose of section 5 of the agreement? Image transcription textSHAREHOLDERS’ AGREEMENTThis Shareholders’ Agreement (this”Agreement”… … Image transcription textA. Simultaneously with the signing ofthis Agreement, Beckman is making aminority investment in the … … Image transcription text1 .3 Removal of Board Members.Sjostrom also agrees to vote, or causeto be voted, all Shares ow… … Image transcription text611 any consolidation or mergerinvolving the Company, or anyreclassification or other c… … Image transcription text(c) as soon as practicable, but in anyevent 30 days before the end of eachfiscal year, a budget and … … Image transcription textof this Agreement, and for eachsucceeding calendar year thereafter, toreflect changes in the cos… … Image transcription text613 Shares at the price and on theterms provided in this Section 4. Forpurposes of this Agreem… … Image transcription text4.6 Payment Terms. The Company shallpay Beckman 50 percent of thepurchase price when the … … Image transcription text614 all of her Shares at the price and onthe terms specified in the notice. IfBeckman makes such ele… … Image transcription text6.4 Successors and Assigns. ThisAgreement shall be binding upon andbe enforceable by the part… … Image transcription textby reason of failure to perform any ofthe obligations hereunder. Therefore, ifany party shall institute a… …   Business Management Business Law ECON MISC Share (0)