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Minority Protection Rights Shareholders Agreement
"Need a Minority Protection Rights Shareholders Agreement for a Series B funded technology startup in Bangalore, with specific focus on anti-dilution protection and board representation rights for investors holding 15% stake, to be completed by March 2025."
1. Parties: Identification of all shareholders, including majority and minority shareholders, and the company
2. Background: Recitals explaining the context, company structure, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Board Composition and Appointment Rights: Rights of minority shareholders to appoint directors and board composition rules
5. Reserved Matters: List of decisions requiring minority shareholder approval or special majority
6. Information and Inspection Rights: Rights of minority shareholders to receive information and inspect company records
7. Voting Rights and Quorum Requirements: Voting thresholds and quorum requirements for shareholder and board meetings
8. Anti-dilution Protection: Mechanisms to protect minority shareholders from dilution of their shareholding
9. Pre-emptive Rights: Right of first refusal on new share issuances
10. Transfer Restrictions: Limitations on transfer of shares and exit mechanisms
11. Deadlock Resolution: Procedures for resolving deadlocks in decision-making
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Confidentiality: Obligations regarding confidential information
14. Dispute Resolution: Mechanisms for resolving disputes between shareholders
15. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders - relevant for larger minority stakes
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale - include if majority shareholders require exit flexibility
3. Put Option: Right of minority shareholders to sell shares at predetermined terms - relevant for sophisticated investors
4. Call Option: Right of company/majority shareholders to buy minority shares - include if exit mechanism desired
5. IPO Rights: Rights regarding public listing of company - relevant if IPO is contemplated
6. Industry-Specific Provisions: Specific provisions related to regulated industries or special business requirements
7. Non-Compete and Non-Solicit: Restrictions on competitive activities - relevant if shareholders are involved in business operations
8. Dividend Policy: Specific arrangements for dividend distribution - relevant if regular dividend payments are expected
1. Schedule 1 - Details of the Company: Company information including registration details, share capital structure, and existing shareholders
2. Schedule 2 - Reserved Matters List: Detailed list of matters requiring special approval
3. Schedule 3 - Initial Business Plan: Company's business plan and strategic objectives
4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5 - Share Transfer Procedures: Detailed procedures for share transfers and valuation mechanisms
6. Schedule 6 - Board Committees: Structure and terms of reference for board committees
7. Schedule 7 - Information Rights: Detailed list of information and reports to be provided to minority shareholders
8. Appendix A - Initial Directors: List of initial board members and their details
9. Appendix B - Competitors List: List of identified competitors if non-compete provisions are included
Authors
Annual Budget
Anti-dilution Rights
Articles of Association
Board
Business Day
Business Plan
Call Option
Change of Control
Competitor
Confidential Information
Control
Deed of Adherence
Director
Dispute
Drag-along Rights
Encumbrance
Event of Default
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group Company
Independent Director
Information Rights
Initial Public Offering
Intellectual Property Rights
Key Management Personnel
Majority Shareholders
Material Adverse Effect
Memorandum of Association
Minority Shareholders
New Securities
Nominee Director
Observer
Ordinary Course of Business
Party/Parties
Pre-emptive Rights
Promoter
Put Option
Qualified IPO
Reserved Matters
Restricted Transfer
Right of First Offer
Right of First Refusal
Securities
Share Capital
Shareholder
Special Resolution
Subsidiary
Tag-along Rights
Transfer
Valuation
Voting Rights
Interpretation
Board Representation
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Pre-emptive Rights
Anti-dilution
Transfer Restrictions
Tag-along Rights
Drag-along Rights
Information Rights
Confidentiality
Non-compete
Non-solicitation
Share Valuation
Exit Rights
Put Option
Call Option
IPO Rights
Dividend Rights
Deadlock Resolution
Event of Default
Termination
Dispute Resolution
Governing Law
Indemnification
Representations and Warranties
Covenants
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Technology and Software
Manufacturing
Financial Services
Healthcare and Pharmaceuticals
Real Estate and Construction
Retail and E-commerce
Media and Entertainment
Telecommunications
Energy and Infrastructure
Professional Services
Family-owned Businesses
Start-ups and Emerging Companies
Legal
Corporate Secretarial
Compliance
Finance
Corporate Development
Investor Relations
Board of Directors
Executive Management
Corporate Governance
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Manager
Corporate Lawyer
Private Equity Manager
Venture Capital Manager
Board Director
Company Secretary
Compliance Officer
Investment Banker
Corporate Advisory Manager
Shareholder Relations Manager
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