No Share Issue Good Bad Leaver Shareholder Agreement

The "Good-Bad Leaver" provision particularly addresses the exit scenarios for shareholders, detailing the conditions under which they may leave the company. A "Good Leaver" is generally someone who departs under amicable conditions, such as retirement or mutual agreement, while a "Bad Leaver" might be an individual exiting due to actions that may harm the company.

This agreement protects the company and its shareholders by ensuring that any exit does not negatively impact the corporate governance or transfer unfair advantages to any leaving shareholder. It often includes terms that dictate the valuation of shares, restrictions on share transfers, and specific procedures to determine whether a shareholder is a Good or Bad Leaver.