In Oregon, a Shareholder and Corporation Agreement is a legal document that outlines the terms and conditions under which a corporation can issue additional stock to a third party in order to raise capital. This agreement serves as an important mechanism for protecting the interests of shareholders and managing the process of capital infusion. The purpose of issuing additional stock is to raise funds for various corporate needs such as expanding operations, acquiring assets, or investing in new projects. This enables the corporation to generate liquidity and take advantage of growth opportunities. The agreement typically includes provisions that outline the rights and obligations of both the corporation and the shareholders. It establishes the terms of the stock issuance, including the number of shares, the price at which they will be sold, and any specific conditions or restrictions that may apply. Certain keywords that are relevant to this agreement include: 1. Shareholders: Refers to the individuals or entities who hold shares in the corporation. They are the owners of the corporation and their rights and interests must be protected in the agreement. 2. Corporation: Refers to the legal entity that is authorized to issue and sell shares of stock. The corporation's management and board of directors play a crucial role in the decision-making process related to issuing additional stock. 3. Capital: Represents the financial resources, such as money, assets, or investments, used by the corporation for its operations and growth. Issuing additional stock is a common way to raise capital, allowing the corporation to access needed funds. 4. Stock Issuance: The act of creating and selling new shares of stock. This process involves determining the number of shares to be issued, their price, and any other specific terms or conditions. Different types of Oregon Shareholder and Corporation agreements may exist for issuing additional stock to raise capital. These may include: 1. Common Stock Issuance Agreement: This agreement outlines the terms and conditions for issuing new shares of common stock, which represents ownership in the company and carries voting rights. 2. Preferred Stock Issuance Agreement: If the corporation decides to issue preferred stock, which often grants certain privileges to shareholders (such as priority in receiving dividends), a specific agreement may be necessary to lay out the terms and conditions for this type of stock issuance. 3. Rights Offering Agreement: In some cases, a corporation may offer existing shareholders the opportunity to purchase additional shares before extending the offering to third parties. A rights offering agreement would outline the terms and conditions for such an offering, including the exercise period and the price at which the shares can be purchased. It is essential to consult with legal professionals well-versed in Oregon corporate law to ensure compliance with all local regulations while drafting and executing these agreements.