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As a general rule, a SHA clearly states that in the event of an authorized transfer, approval of a certain threshold of voting rights must still be given to the remaining shareholders (those who do not transfer their shares). In the event of a voluntary transfer, the selling shareholder must ensure that the conditions for the purchase of his shares are extended to the other shareholders in relation to their respective shareholdings. Tag Along rights exist to protect minority shareholders, so that when a majority shareholder sells their shares, they give the other shareholders the right to join the deal. A cash call is often the last resort. As a general rule, cash appeal clauses provide that if the company needs additional funds and cannot obtain this financing externally, shareholders must provide cash with notice in relation to their holding of shares in the company. If a cash call leads to the acquisition of new shares by a shareholder, directly or via a loan convertible into shares, the net result is the dilution of the participation of shareholders who did not participate in the cash call. While a SHA and a statute should not contradict each other, a SHA may contain a priority clause to ensure that the SHA suspends the articles (in the event of inconsistency, shareholders may amend the articles accordingly). As the articles of association follow a legal model, they are not able to deal with matters that are personal to shareholders, as this would relate to the legal powers of the company. .

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