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Company Equity Share Agreement
"I need a Company Equity Share Agreement to transfer 25% of shares in my German technology startup to a new investor, including tag-along rights and anti-dilution protection for existing shareholders."
1. Parties: Identification of the company, existing shareholders, and new shareholders
2. Background: Context of the agreement, including company information and purpose of share transfer
3. Definitions: Key terms used throughout the agreement, including specific German legal terminology
4. Share Capital and Ownership Structure: Details of company's share capital, classes of shares, and current ownership distribution
5. Transfer of Shares: Terms and conditions of the share transfer, including purchase price and payment terms
6. Representations and Warranties: Statements and guarantees from both parties regarding their capacity, authority, and share ownership
7. Closing Conditions: Prerequisites that must be met before the share transfer can be completed
8. Shareholders' Rights and Obligations: Detailed rights and responsibilities of shareholders post-transfer
9. Corporate Governance: Management structure and decision-making processes
10. Confidentiality: Obligations regarding confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in sale of shares by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in sale of shares
3. Anti-Dilution Protection: Protection mechanisms for existing shareholders in case of new share issuances
4. Right of First Refusal: Provisions giving existing shareholders priority rights to purchase shares being sold
5. Put and Call Options: Optional rights for shareholders to sell (put) or buy (call) shares under specific conditions
6. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
7. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
1. Share Capital Structure: Detailed breakdown of share classes, nominal values, and ownership percentages
2. Shareholders List: Complete list of shareholders with their respective shareholdings
3. Articles of Association: Current version of the company's articles of association
4. Shareholders' Resolution: Resolution approving the share transfer
5. Share Transfer Form: Official form for recording the transfer in company records
6. Due Diligence Findings: Summary of key due diligence findings if applicable
7. Valuation Report: Independent valuation of shares if applicable
Authors
Articles of Association (Satzung/Gesellschaftsvertrag)
Board of Directors (Vorstand/Geschäftsführung)
Business Day
Closing
Closing Date
Company
Confidential Information
Consideration
Encumbrance
Existing Shareholders
Fair Market Value
Financial Year
GmbH-Gesetz
Handelsregister
Intellectual Property Rights
Material Adverse Change
New Shareholders
Notarial Deed
Purchase Price
Shares
Share Capital (Stammkapital/Grundkapital)
Shareholders' Meeting (Gesellschafterversammlung/Hauptversammlung)
Shareholders' Resolution
Supervisory Board (Aufsichtsrat)
Tag-Along Rights (Mitverkaufsrecht)
Drag-Along Rights (Mitverkaufspflicht)
Transfer
Voting Rights (Stimmrechte)
Working Day
Purchase Price and Payment
Conditions Precedent
Representations and Warranties
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Shareholders' Meetings
Board Composition
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution Protection
Exit Rights
Deadlock Resolution
Share Valuation
Default
Termination
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendments
Costs and Expenses
Technology
Manufacturing
Professional Services
Financial Services
Healthcare
Real Estate
Retail
Energy
Transportation
Media and Entertainment
Telecommunications
Life Sciences
Construction
Agriculture
Legal
Finance
Corporate Development
Executive Leadership
Compliance
Corporate Governance
Investment
Business Development
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Investment Manager
Corporate Secretary
Managing Director
Board Member
Legal Counsel
Compliance Officer
Corporate Development Manager
Investment Director
Shareholder Relations Manager
Business Development Director
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