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Minority Protection Rights Shareholders Agreement
"Need a Minority Protection Rights Shareholders Agreement for our Singapore tech startup, where we have 3 minority shareholders each holding 10% stakes, with specific focus on board representation rights and anti-dilution protection for future funding rounds planned in March 2025."
1. Parties: Identification of all shareholders, including minority and majority shareholders, and the company
2. Background: Context of the agreement, shareholding structure, and purpose of minority protection rights
3. Definitions: Key terms used throughout the agreement including Reserved Matters, Tag-along Rights, etc.
4. Share Capital and Shareholding Structure: Details of share classes, ownership percentages, and voting rights
5. Reserved Matters: List of decisions requiring minority shareholder approval
6. Board Representation: Rights of minority shareholders to appoint directors
7. Information Rights: Minority shareholders' rights to company information and financial statements
8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
9. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Anti-dilution Protection: Protection against share value dilution - used when there's likelihood of future capital raising
2. Tag-Along Rights: Right to join in sale of majority shares - used when exit protection is required
3. Drag-Along Rights: Majority's right to force minority to join in sale - used when company sale is anticipated
4. IPO Rights: Rights related to public listing - used when IPO is a potential exit strategy
5. Deadlock Resolution: Procedures for resolving shareholder disputes - used when equal shareholding exists
1. Schedule 1: Shareholding Structure: Detailed breakdown of shareholding percentages and share classes
2. Schedule 2: Reserved Matters List: Comprehensive list of matters requiring minority approval
3. Schedule 3: Board Composition: Details of board structure and appointment rights
4. Schedule 4: Information Rights Details: Specific information and reporting requirements
5. Schedule 5: Share Valuation Mechanism: Methodology for share valuation in various scenarios
6. Appendix A: Form of Deed of Adherence: Template for new shareholders to join the agreement
Authors
Annual Budget
Articles of Association
Board
Business Day
Business Plan
Company
Completion
Confidential Information
Control
Deed of Adherence
Directors
Drag-Along Notice
Drag-Along Rights
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Expert
Information Rights
IPO
Majority Shareholders
Material Adverse Effect
Minority Shareholders
New Securities
Ordinary Shares
Parties
Pre-emption Rights
Preference Shares
Reserved Matters
Restricted Transfer
Securities
Share Capital
Shareholders
Shareholders' Agreement
Shares
Tag-Along Notice
Tag-Along Rights
Transfer
Valuation
Voting Rights
Share Capital and Shareholding
Reserved Matters
Board Composition and Management
Information Rights
Pre-emption Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Exit Rights
Dividend Policy
Confidentiality
Non-compete
Deadlock Resolution
Event of Default
Termination
Dispute Resolution
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Further Assurance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
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