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Public Company Shareholders Agreement
"Need a Public Company Shareholders Agreement for a technology company listed on the National Stock Exchange of India, with specific provisions for foreign institutional investors holding 15% stake and enhanced minority shareholder protection rights."
1. Parties: Identifies all parties to the agreement including the company and its shareholders
2. Background: Provides context about the company, its business, and the purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Capital and Shareholding Pattern: Details the company's share capital structure and current shareholding distribution
5. Board Composition and Management: Establishes board structure, appointment rights, and management procedures
6. Shareholders Meetings: Procedures for conducting shareholders meetings, voting rights, and quorum requirements
7. Transfer of Shares: Regulations governing share transfers, including right of first refusal and tag-along rights
8. Reserved Matters: Lists decisions requiring special majority or unanimous consent
9. Information Rights: Shareholders' rights to company information and financial statements
10. Dividend Policy: Framework for declaration and distribution of dividends
11. Compliance and Corporate Governance: Requirements for maintaining regulatory compliance and corporate governance standards
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes between parties
15. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-Dilution Rights: Protection for shareholders against dilution of their shareholding, used when there's likelihood of future funding rounds
2. Drag Along Rights: Rights forcing minority shareholders to join in sale of company, included when exit possibilities are anticipated
3. Strategic Rights: Special rights for strategic investors, included when strategic investors are part of the shareholding
4. Lock-in Provisions: Restrictions on share transfers for specific periods, used for ensuring stability in shareholding
5. Put and Call Options: Rights to sell or buy shares at predetermined terms, included when specific exit mechanisms are needed
6. Non-Compete and Non-Solicit: Restrictions on competitive activities, included when protecting business interests is crucial
7. Foreign Investment Compliance: Specific provisions for foreign investment compliance, needed when foreign shareholders are involved
1. Schedule 1 - Details of Shareholders: Complete list of shareholders with their shareholding details
2. Schedule 2 - Share Capital and Shareholding Pattern: Detailed breakdown of company's share capital and shareholding structure
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4 - Board Committees: Structure and composition of various board committees
5. Schedule 5 - Initial Business Plan: Company's initial business plan and strategic objectives
6. Schedule 6 - Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Schedule 7 - Corporate Governance Guidelines: Detailed corporate governance procedures and policies
8. Appendix A - Key Definitions: Detailed definitions of technical terms used in the agreement
9. Appendix B - Compliance Checklist: List of regulatory compliance requirements
Authors
Annual General Meeting
Applicable Law
Articles of Association
Board
Business
Business Day
Board Committees
Company
Companies Act
Competitor
Completion Date
Confidential Information
Control
Deed of Adherence
Directors
Dragged Shareholders
Drag Along Notice
Drag Along Right
Effective Date
Encumbrance
Equity Shares
Event of Default
Exercise Notice
Exercise Period
Fair Market Value
Financial Year
First Offer Notice
Fully Diluted Basis
General Meeting
Governmental Authority
Group
Independent Director
Initial Public Offering
Investor
Key Management Personnel
Lock-in Period
Material Adverse Effect
Memorandum of Association
Nominee Director
Non-Compete Period
Offer Period
Ordinary Course of Business
Parties
Permitted Transferee
Person
Promoter
Promoter Group
Public Shareholders
Put Option
Call Option
Qualified Institutional Buyer
Related Party
Related Party Transaction
Relative
Reserved Matters
SEBI
Securities
Share Capital
Shareholder
Strategic Rights
Subsidiary
Tag Along Right
Transfer
Transferor
Transferee
Valuation
Voting Rights
Definitions
Share Capital
Board Composition
Board Meetings
Shareholders Meetings
Reserved Matters
Management Rights
Information Rights
Transfer Restrictions
Right of First Refusal
Tag Along Rights
Drag Along Rights
Anti-Dilution
Pre-emptive Rights
Exit Rights
Put Option
Call Option
Non-Compete
Non-Solicitation
Confidentiality
Dividend Policy
Corporate Governance
Compliance
Representations and Warranties
Indemnification
Event of Default
Term and Termination
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Infrastructure
Retail
Energy
Telecommunications
Consumer Goods
Media and Entertainment
Pharmaceuticals
Automotive
Mining and Metals
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Secretariat
Investor Relations
Finance
Risk Management
Corporate Affairs
Regulatory Affairs
Chief Executive Officer
Company Secretary
Chief Legal Officer
Corporate Governance Officer
Compliance Officer
Chief Financial Officer
Board Director
Managing Director
General Counsel
Legal Counsel
Corporate Attorney
Investment Manager
Investor Relations Officer
Risk Management Officer
Corporate Strategy Director
Regulatory Affairs Manager
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