Menu
Menu

Blog

Actec Shareholders Agreement

17 (i) Select the expert in advance. The expert is the person defined in the certificate of appointment of the verifier, which is still valid. The original certificate of appointment of the expert shall be annexed to it. In the event that the act of appointment has expired and is therefore not valid, the shareholders undertake to meet (which may take place at a regular meeting of shareholders) for the purpose of renegotiating and carrying out subsequent acts of appointment of the auditor at intervals not exceeding twelve months from the date of execution of the previous certificate. The auditor to be defined in the following certificates of appointment of the expert is appointed by unanimous decision of the shareholders. [Alternative: the Board of Directors shall address the definition and execution of the certificate of appointment of the expert at intervals not exceeding twelve months from the date of execution of the previous certificate during a period.] A certificate of appointment of the verifier is not valid for more than 12 months and if a subsequent certificate of appointment of the expert has not been issued within 12 months of the previous certificate, the assessment is as follows: (ii) the buyer and seller select experts. The buyer and seller select an independent expert to evaluate the shares, in which case they share the costs of the expert equally. If the buyer and seller are unable to agree on such an expert within 30 days of the date of the triggering event, the buyer shall appoint an expert and the seller an expert. Evaluators must be independent, be members of the American Society of Appraisers and have experience in creating narrow business valuations, must have the following additional qualifications: [Indicate all notifications important to the company`s activities]. The designation of assessors must be made in writing and notified to the other party within 40 days from the date of the triggering event.

If one of the parties fails to appoint a qualified expert in a timely manner, that party shall be presumed to have waived that right and the valuation shall be carried out by the only qualified expert appointed in a timely manner, in which case the buyer and seller shall share the expert`s costs equally. The two appraisers so designated attempt to reach an agreement on fair value, but if they are unable to do so within sixty days of their appointment, they must immediately provide the buyer or sellers with their respective fair value assessments in writing. If each valuation is within 10% of the numerical average of the two valuations, the fair value is determined from the average numerical average of the two valuations. If each valuation is not less than 10% of the numerical average of the two reviews, both appraisers shall select a third qualified expert in writing within 10 days of the expiry of the 60-day period and notify the buyer and seller in writing. . . .

Back to Blog
Back to Blog