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New Shareholder Agreement
"I need a New Shareholders' Agreement for my Lagos-based tech startup, which will have three venture capital investors and two founding shareholders, with provisions for future employee share schemes and a planned IPO by March 2025."
1. Parties: Identification and details of all shareholders and the company
2. Background: Context of the agreement, including company information and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Share Capital and Shareholding: Details of share capital structure, classes of shares, and current shareholding
5. Management and Control: Board composition, appointment rights, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous consent
8. Share Transfer Restrictions: Limitations on transfer of shares, right of first refusal, tag-along and drag-along rights
9. Dividend Policy: Rules and procedures for dividend declarations and distributions
10. Information Rights: Shareholders' rights to company information and financial reports
11. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information
12. Default: Events of default and consequences
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issues
2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
3. Dead-lock Resolution: Procedures for resolving management deadlocks - particularly relevant for 50/50 shareholdings
4. Investment Obligations: Additional funding commitments from shareholders - relevant for growth companies
5. IPO Rights: Provisions regarding future public offerings - relevant for companies planning eventual listing
6. Employee Share Scheme: Framework for employee share ownership - relevant for companies planning employee incentivization
7. Permitted Transfers: Exceptions to transfer restrictions for specific circumstances like family transfers
8. Anti-dilution Protection: Protection for minority shareholders against dilution - relevant for investment structures
1. Schedule 1: Details of the Company: Company registration details, share capital structure, and current directors
2. Schedule 2: Initial Shareholding: Complete breakdown of shareholding including share classes and numbers
3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders to agree to the terms of the agreement
5. Schedule 5: Business Plan: Initial business plan and key milestones
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
7. Appendix A: Board Regulations: Detailed procedures for board meetings and decision-making
8. Appendix B: Key Performance Indicators: Metrics for measuring company and management performance
Authors
Articles of Association
Board
Business
Business Day
Business Plan
CAMA
Chairman
Company
Completion
Confidential Information
Connected Person
Control
Deed of Adherence
Director
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
Key Management
Material Adverse Change
Member
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Rights
Prohibited Transfer
Qualifying IPO
Related Party Transaction
Reserved Matters
Resolution
ROCE
Securities
Share Capital
Shareholders
Shareholders Meeting
Shares
Special Resolution
Subsidiary
Tag-Along Right
Transfer
Drag-Along Right
Valuation
Working Day
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholders Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Confidentiality
Anti-Dilution
Default
Termination
Exit Rights
Put and Call Options
Deadlock Resolution
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Warranties
Indemnification
Costs
Further Assurance
Counterparts
Technology
Financial Services
Manufacturing
Real Estate
Agriculture
Oil and Gas
Healthcare
Retail
Telecommunications
Professional Services
Construction
Education
Transportation
Energy
Mining
Legal
Corporate Secretariat
Board of Directors
Executive Management
Finance
Compliance
Corporate Governance
Risk Management
Investment
Corporate Affairs
Chief Executive Officer
Managing Director
Company Secretary
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Investment Manager
Corporate Governance Officer
Board Director
Compliance Officer
Investment Director
Business Development Manager
Risk Manager
Company Director
Shareholder Representative
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