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Private Equity Shareholders Agreement
"I need a Private Equity Shareholders Agreement for a Series B investment where a US-based PE fund is acquiring a 35% stake in our Indian tech startup, with specific provisions for investor board seats and future funding rounds planned for 2025."
1. Parties: Identification of all parties including the Company, PE investor(s), and existing shareholders
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Investment Terms: Details of the investment amount, valuation, and share subscription terms
5. Representations and Warranties: Statements of fact and assurances from all parties, particularly the Company and existing shareholders
6. Board Composition and Governance: Structure of the board, appointment rights, and governance mechanisms
7. Reserved Matters: List of actions requiring PE investor approval
8. Share Transfer Restrictions: Limitations and conditions on transfer of shares by any shareholder
9. Tag Along and Drag Along Rights: Exit-related rights for minority protection and majority forcing mechanisms
10. Information and Inspection Rights: Investor rights regarding company information access and inspection
11. Covenants and Undertakings: Ongoing obligations of the Company and other shareholders
12. Events of Default: Circumstances constituting breach and consequent remedies
13. Exit Rights: Mechanisms and timelines for PE investor exit
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Anti-Dilution Protection: Protection against value dilution in future funding rounds, included when multiple rounds are anticipated
2. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when founders/key employees are parties
3. FCPA/Anti-Corruption Provisions: Specific compliance requirements, included for international investors or regulated industries
4. ESG Compliance: Environmental, Social and Governance standards, included when required by institutional investors
5. Founder Vesting: Vesting schedule for founder shares, included when founders receive equity incentives
6. Multiple Closing Provisions: Mechanics for multiple investment tranches, included for staged investments
7. Strategic Rights: Special rights for strategic investors, included when PE investor brings strategic value
8. Put Option Rights: Investor right to sell shares back to promoters, included for downside protection
1. Schedule 1 - Company Information: Detailed company information including capital structure and subsidiaries
2. Schedule 2 - Representations and Warranties: Detailed representations and warranties by each party
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring investor consent
4. Schedule 4 - Deed of Adherence: Template for new shareholders to become party to the agreement
5. Schedule 5 - Company Business Plan: Detailed business plan and financial projections
6. Schedule 6 - Investment Terms: Detailed terms of investment including valuation and payment mechanics
7. Schedule 7 - Corporate Governance Guidelines: Detailed procedures for board and shareholder meetings
8. Schedule 8 - Relevant Market Price Calculation: Methodology for share valuation in various transfer scenarios
9. Schedule 9 - Key Employees: List of key employees and their terms of employment
10. Schedule 10 - Conditions Precedent: List of conditions to be satisfied before investment closing
Authors
Agreement
Anti-Dilution Rights
Applicable Law
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Closing
Closing Date
Company
Competitor
Conditions Precedent
Confidential Information
Control
Deed of Adherence
Defaulting Shareholder
Director
Drag Along Rights
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Round Investment
Fully Diluted Basis
Group Company
Independent Director
Initial Public Offering
Intellectual Property Rights
Investment Amount
Investor
Investor Director
Investor Securities
Key Employees
Material Adverse Effect
Nominee Director
Observer
Parties
Permitted Transferee
Person
Promoter
Promoter Group
Put Option
Qualified IPO
Related Party
Related Party Transaction
Reserved Matters
Restricted Transfer
ROFO
ROFR
Securities
Shareholder
Shareholders Meeting
Shareholding Pattern
Strategic Sale
Subscription Shares
Subsidiary
Tag Along Rights
Transfer
Valuation
Voting Rights
Share Subscription
Investment Terms
Share Capital Structure
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Pre-emptive Rights
Share Transfer Restrictions
Right of First Refusal
Right of First Offer
Tag Along Rights
Drag Along Rights
Anti-Dilution
Exit Rights
IPO Rights
Put Option
Call Option
Representations and Warranties
Covenants
Non-Compete
Non-Solicitation
Confidentiality
Indemnification
Events of Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Severability
Related Party Transactions
Compliance and Reporting
Foreign Investment Compliance
Regulatory Approvals
Technology
Healthcare
Manufacturing
E-commerce
Financial Services
Consumer Goods
Infrastructure
Renewable Energy
Education
Real Estate
Telecommunications
Pharmaceutical
Retail
Logistics
Agriculture Technology
Legal
Finance
Corporate Development
Compliance
Investment
Board of Directors
Corporate Secretarial
Risk Management
Executive Leadership
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Director
Private Equity Partner
Company Secretary
Chief Legal Officer
Investment Manager
Corporate Development Manager
Compliance Officer
Board Director
Managing Director
Finance Director
Legal Counsel
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