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Shareholders Agreement Joint Venture
"I need a Shareholders Agreement Joint Venture between my tech company and a manufacturing partner in Leeds, with specific provisions for IP protection and a 60-40 ownership split, to be completed by March 2025."
1. Parties: Identification and details of all shareholders and the company
2. Background: Context of the joint venture and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Business of the Company: Scope and nature of the joint venture business
5. Share Capital and Funding: Structure of shareholding and future funding obligations
6. Management and Decision Making: Governance structure and decision-making processes
7. Transfer of Shares: Rules and restrictions on share transfers
8. Deadlock Resolution: Procedures for resolving management deadlocks
1. Non-Compete Provisions: Restrictions on competing activities - used when parties have competing business interests
2. Intellectual Property Rights: Ownership and usage of IP - used when JV involves significant IP assets
3. International Operations: Provisions for cross-border activities - used for international joint ventures
1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Reserved Matters: List of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5: Tag and Drag Rights: Detailed provisions for share transfer mechanisms
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Completion
Confidential Information
Control
Deadlock
Deed of Adherence
Directors
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
JV Company
Key Performance Indicators
Management Team
Material Breach
Parties
Put Option
Reserved Matters
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Rights
Territory
Transfer
Drag-Along Rights
Voting Rights
Working Capital
Exit Event
Permitted Transferee
Business of the Company
Share Capital and Shareholdings
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management of the Company
Business Planning
Financial Matters
Funding Obligations
Distribution Policy
Deadlock Resolution
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property Rights
Information Rights
Anti-Corruption and Compliance
Exit Provisions
Default
Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law and Jurisdiction
Notices
Warranties
Indemnification
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Variations
Waiver
Third Party Rights
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