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New Shareholder Agreement
"I need a New Shareholder Agreement for a technology startup with three founding shareholders and two venture capital investors, incorporating specific provisions for intellectual property protection and future funding rounds to be completed by March 2025."
1. Parties: Identification of all shareholders and the corporation as parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Share Ownership and Capital Structure: Details of share classes, ownership percentages, and capital structure
5. Management and Control: Decision-making processes, board composition, and voting rights
6. Transfer Restrictions: Limitations on share transfers and required procedures
7. Right of First Refusal: Process for existing shareholders to purchase shares before third-party sales
8. Tag-Along Rights: Minority shareholder right to join in sale of majority shares
9. Drag-Along Rights: Majority shareholder right to force minority participation in sale
10. Dividend Policy: Framework for declaring and distributing dividends
11. Confidentiality: Protection of company and shareholder confidential information
12. Dispute Resolution: Procedures for resolving conflicts between shareholders
13. Term and Termination: Duration of agreement and circumstances for termination
14. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Pre-emptive Rights: Right of existing shareholders to maintain ownership percentage in new share issuances
2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
3. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
4. Death and Disability Provisions: Procedures for handling shares upon death or disability of shareholders
5. Employment Requirements: Provisions linking share ownership to employment status
6. Intellectual Property Rights: Ownership and protection of company IP, particularly relevant for technology companies
7. Related Party Transactions: Procedures for handling business dealings between company and shareholders
8. Share Valuation Methods: Specific methodologies for determining share value in various scenarios
9. Management Compensation: Terms for compensating shareholder-managers
10. Special Industry Provisions: Industry-specific requirements or restrictions
1. Schedule A - Share Capital: Detailed breakdown of share classes, rights, and current ownership
2. Schedule B - Shareholders List: Complete list of shareholders with contact information and share details
3. Schedule C - Board Composition: Current board structure and shareholder nomination rights
4. Schedule D - Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule E - Valuation Formula: Agreed methodology for share valuation
6. Schedule F - Company By-laws: Copy of current corporate by-laws
7. Schedule G - Business Plan: Initial or current business plan if referenced in agreement
8. Schedule H - Share Transfer Form: Standard form for executing share transfers
9. Appendix 1 - Deed of Adherence: Template for new shareholders to join the agreement
10. Appendix 2 - Tag/Drag Notice Forms: Standard forms for exercising tag-along or drag-along rights
Authors
Articles
Board
Business
Business Day
By-laws
CBCA
Closing Date
Company
Competitor
Confidential Information
Control
Director
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Founder
Immediate Family Member
Initial Shareholders
Intellectual Property
Majority Shareholders
Material Change
Meeting
Minority Shareholders
New Securities
Officer
Ordinary Resolution
Parties
Permitted Transferee
Person
Pre-emptive Right
Principal Business
Purchase Notice
Qualified Public Offering
Related Party
Reserved Matter
Right of First Refusal
Securities
Share Capital
Shareholder
Shareholder Loan
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Triggering Event
Valuation Date
Voting Shares
Share Ownership
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Composition
Management and Control
Voting Rights
Reserved Matters
Dividend Policy
Financial Matters
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Death and Disability
Share Valuation
Dispute Resolution
Buy-Sell Provisions
Exit Mechanisms
Representations and Warranties
Covenants
Termination
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Energy
Agriculture
Entertainment
Transportation
Construction
Education
Hospitality
Mining
Telecommunications
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Risk Management
Corporate Affairs
Investor Relations
Business Development
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Managing Director
Board Director
Corporate Lawyer
Investment Manager
Compliance Officer
Corporate Governance Specialist
Business Development Director
Shareholder Relations Manager
Company Secretary
Investment Advisor
Private Equity Manager
Venture Capital Manager
Risk Management Officer
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