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Company Equity Share Agreement
"Need a Company Equity Share Agreement to formalize the transfer of 25% of our tech startup's shares to a new investor, including pre-emption rights and tag-along provisions, to be completed by March 2025."
1. Parties: Identification of all parties to the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Share Capital Structure: Details of existing and proposed share structure
5. Share Rights: Voting, dividend, and capital rights attached to shares
6. Transfer Restrictions: Limitations on share transfers
7. Completion Mechanics: Process for executing the share transfer
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Pre-emption Rights: Existing shareholders' right of first refusal on new share issues
4. Good/Bad Leaver Provisions: Treatment of shares when shareholders leave the company
1. Share Capital Table: Detailed breakdown of shareholding pre and post-transaction
2. Share Certificate: Template or copy of share certificate
3. Board Resolutions: Copies of relevant board approvals
4. Shareholder Resolutions: Copies of relevant shareholder approvals
5. Articles of Association: Current or amended articles reflecting new arrangements
Authors
Articles
Bad Leaver
Board
Business Day
Company
Completion
Completion Date
Connected Person
Directors
Encumbrance
Fair Value
Good Leaver
Group
Independent Expert
Intellectual Property Rights
New Shares
Ordinary Shares
Parties
Preference Shares
Pre-emption Notice
Pre-emption Rights
Prohibited Transfer
Relevant Securities
Sale
Share Capital
Shareholder
Shareholders' Agreement
Shares
Subsidiary
Tag-along Notice
Tag-along Right
Transfer
Transfer Notice
Transferee
Transferor
Valuation Date
Voting Rights
Share Rights and Restrictions
Share Transfer Provisions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Completion
Share Certificates
Consideration
Representations and Warranties
Confidentiality
Non-Competition
Dividend Rights
Voting Rights
Board Appointment Rights
Information Rights
Transfer Restrictions
Leaver Provisions
Put and Call Options
Anti-dilution Protection
Share Valuation
Dispute Resolution
Governing Law
Notices
Assignment
Entire Agreement
Variation
Severability
Force Majeure
Costs
Third Party Rights
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