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Private Company Shareholder Agreement
"I need a Private Company Shareholders' Agreement for a new Nigerian tech startup with three founding shareholders and two investor shareholders, including specific provisions for future funding rounds and technology IP protection, to be implemented by March 2025."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding
5. Directors and Management: Appointment rights, board composition, and management structure
6. Shareholders' Rights and Obligations: Core rights and duties of shareholders including voting rights
7. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal
8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
9. Dividend Policy: Framework for declaration and distribution of dividends
10. Information Rights: Shareholders' rights to company information and financial reports
11. Confidentiality: Obligations regarding confidential information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Deadlock Resolution: Procedures for resolving fundamental disagreements
14. Dispute Resolution: Process for resolving disputes between shareholders
15. Term and Termination: Duration of agreement and circumstances for termination
16. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in sale
3. Share Valuation: Include when specific valuation methodology needs to be prescribed
4. Preemptive Rights: Include when shareholders should have rights to maintain percentage ownership in new issues
5. Put and Call Options: Include when specific shareholders need rights to sell to or buy from others
6. Anti-Dilution Protection: Include for protection against dilution in future funding rounds
7. IPO Rights: Include if public listing is contemplated as a future exit strategy
8. Foreign Investment Provisions: Include when there are foreign shareholders or foreign investment is anticipated
1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors
2. Schedule 2: Share Capital and Shareholders: Detailed breakdown of shareholding structure and share classes
3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5: Business Plan: Initial business plan and strategy of the company
6. Schedule 6: Share Valuation Methodology: Detailed process for valuing shares for transfers or exits
7. Appendix A: Board Procedures: Detailed procedures for board meetings and decision-making
8. Appendix B: Competing Businesses: List of businesses considered competitors or excluded from non-compete provisions
Authors
Articles of Association
Board
Business
Business Day
Business Plan
CAMA
Company
Competitor
Confidential Information
Control
Deadlock
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Holding Company
Initial Business Plan
Intellectual Property Rights
Material Adverse Effect
Member
New Securities
Ordinary Shares
Original Shareholders
Parties
Permitted Transferee
Prohibited Transfer
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shareholders' Resolution
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Transferee
Transmission
Valuation Date
Working Hours
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Reserved Matters
Voting Rights
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Anti-Dilution
Deadlock Resolution
Default
Termination
Exit Rights
Put and Call Options
Share Valuation
Dispute Resolution
Arbitration
Governing Law
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Amendments
Waiver
Further Assurance
Costs
Third Party Rights
Technology
Manufacturing
Financial Services
Real Estate
Agriculture
Oil and Gas
Telecommunications
Healthcare
Retail
Construction
Professional Services
Mining
Entertainment
Education
Logistics
Hospitality
Legal
Corporate Secretariat
Board of Directors
Corporate Affairs
Compliance
Finance
Risk Management
Investment Relations
Corporate Governance
Strategic Planning
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Board Director
Chief Financial Officer
Investment Manager
Compliance Officer
Corporate Governance Officer
Legal Director
Business Development Manager
Company Director
Shareholder Relations Manager
Risk Manager
Corporate Affairs Manager
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