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Shareholders Agreement Contract
"I need a Shareholders Agreement Contract for my Nigerian tech startup, which will have 5 founding shareholders and anticipates venture capital investment by March 2025, with special emphasis on anti-dilution provisions and employee share options."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding distribution
5. Shareholders' Rights and Obligations: Core rights and obligations of shareholders, including voting rights and capital contribution requirements
6. Management and Control: Governance structure, board composition, and decision-making processes
7. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal and tag-along/drag-along rights
8. Dividend Policy: Framework for dividend declarations and distributions
9. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
10. Confidentiality: Obligations regarding company and shareholder confidential information
11. Default: Consequences of shareholder breach or default under the agreement
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Pre-emptive Rights: Used when shareholders want the right to maintain their percentage ownership in future share issues
2. Anti-dilution Protection: Include when there are institutional investors requiring protection against future down-rounds
3. Intellectual Property Rights: Essential for technology companies or where IP is a significant asset
4. Non-compete and Non-solicitation: Include when shareholders are involved in business operations or have access to sensitive information
5. Exit Strategy: Important for venture capital or private equity investors, detailing IPO or sale procedures
6. Put and Call Options: Include when shareholders want specific rights to sell or buy shares under certain conditions
7. Employee Share Scheme: Necessary when the company plans to implement employee share ownership programs
8. Corporate Social Responsibility: Include for companies with specific environmental or social commitments
1. Share Capital and Shareholding Details: Detailed breakdown of share classes, numbers, and ownership percentages
2. Company Information: Details of company registration, directors, and registered office
3. Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Deed of Adherence: Template for new shareholders to join the agreement
5. Board Procedures: Detailed procedures for board meetings and decision-making
6. Business Plan: Initial business plan and procedures for future updates
7. Tag and Drag Along Procedures: Detailed procedures for implementing tag-along and drag-along rights
8. Dividend Policy Details: Specific formulas and procedures for dividend calculations and distributions
Authors
Articles of Association
Board
Business
Business Day
Business Plan
CAMA
Company
Completion
Confidential Information
Control
Default Event
Default Notice
Directors
Drag-along Notice
Drag-along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
Group
Holding Company
Initial Business Plan
Intellectual Property Rights
Material Adverse Effect
Memorandum of Association
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Notice
Pre-emption Rights
Put Option
Call Option
Relevant Securities
Reserved Matters
Share Capital
Shareholder(s)
Shares
Subsidiary
Tag-along Notice
Tag-along Right
Transfer
Valuation
Working Day
Corporate Representative
Board Resolution
Special Resolution
Ordinary Resolution
Dividend
Annual General Meeting
Extraordinary General Meeting
Corporate Seal
Share Certificate
Voting Rights
Quorum
Register of Members
Related Party Transaction
Securities
Exit Event
IPO
Definitions
Share Capital and Shareholding
Issue of Shares
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Board Composition
Board Meetings
Shareholder Meetings
Management Rights
Reserved Matters
Information Rights
Dividend Policy
Financial Matters
Non-Competition
Non-Solicitation
Confidentiality
Share Valuation
Default
Termination
Exit Rights
Dispute Resolution
Arbitration
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Anti-Dilution
Deadlock Resolution
Warranties
Indemnification
Representations
Business Plan
Good Faith
Further Assurance
Costs
Compliance with Laws
Related Party Transactions
Share Certificates
Company Administration
Intellectual Property
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Energy and Natural Resources
Agriculture
Telecommunications
Retail and Consumer Goods
Transportation and Logistics
Education
Professional Services
Media and Entertainment
Construction
Mining
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Investment Relations
Risk Management
Corporate Affairs
Executive Leadership
Board Administration
Chief Executive Officer
Company Secretary
Chief Legal Officer
Corporate Lawyer
Investment Manager
Chief Financial Officer
Board Director
Corporate Governance Officer
Compliance Manager
Investment Analyst
Managing Director
Business Development Manager
Risk Manager
Shareholder Relations Manager
Corporate Affairs Manager
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