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Shareholder Operating Agreement
"I need a Shareholder Operating Agreement for my new UK-based tech startup with three founding shareholders, including specific provisions for future investment rounds and a detailed vesting schedule for founders' shares."
1. Parties: Identification of all shareholders and the company
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholders: Details of shareholding structure and classes
5. Management and Decision Making: Governance structure and voting rights
6. Transfer of Shares: Rules for selling or transferring shares
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Dividend Policy: Rules and procedures for dividend distributions
9. Termination: Circumstances and procedures for terminating the agreement
10. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Tag-Along Rights: Protection for minority shareholders when majority sells
2. Drag-Along Rights: Ability to force minority shareholders to join in sale
3. Non-Compete Provisions: Restrictions on competitive activities for shareholders
4. Dead-Lock Provisions: Procedures for resolving situations where shareholders cannot reach agreement
5. Share Valuation: Methods and procedures for valuing shares in various circumstances
1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital
2. Schedule 2: Initial Shareholders and Shareholdings: List of shareholders and their respective shareholdings
3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5: Business Plan: Initial business plan and strategy of the company
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Company
Completion
Confidential Information
Control
Directors
Encumbrance
Fair Value
Financial Year
Group
Holding Company
Independent Expert
Intellectual Property Rights
Law
Material Contract
Member
Ordinary Shares
Parties
Permitted Transferee
Reserved Matters
Share Transfer Notice
Shareholder
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Valuation Date
Voting Rights
Working Hours
Transfer of Shares
Pre-emption Rights
Drag Along Rights
Tag Along Rights
Management and Decision Making
Board Composition
Reserved Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Issue of New Shares
Share Valuation
Dispute Resolution
Deadlock Provisions
Exit Provisions
Good Leaver/Bad Leaver
Death of Shareholder
Compulsory Transfer Events
Anti-dilution Protection
Assignment and Succession
Warranties
Representations
Notices
Amendment Procedures
Termination
Governing Law
Jurisdiction
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