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Private Equity Shareholders Agreement
"Need a Private Equity Shareholders Agreement for a Series B investment round of SGD 50 million into our Singapore-based healthcare technology company, with specific provisions for board seats and veto rights for the incoming PE investor who will hold 30% stake."
1. Parties: Identification and details of all shareholders, investors, and the company
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of share classes, rights, and ownership structure
5. Board Composition and Management: Board structure, appointment rights, and management provisions
6. Reserved Matters: Decisions requiring special majority or investor consent
7. Transfer Restrictions: Limitations on share transfers and exit provisions
8. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
1. Anti-Dilution Protection: Protection against value dilution, used when there's significant investment at stake
2. ESOP Provisions: Employee stock option provisions, included if company has/plans employee share schemes
3. Preferred Share Rights: Special rights for preferred shareholders, used when different share classes exist
4. Information Rights: Specific reporting requirements, typically for significant investors
1. Share Capital Table: Detailed breakdown of shareholding structure
2. Reserved Matters List: Comprehensive list of matters requiring special approval
3. Business Plan: Initial or current business plan of the company
4. Form of Deed of Adherence: Template for new shareholders joining the agreement
5. Articles of Association: Company's constitutional documents
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Completion
Confidential Information
Control
Deed of Adherence
Directors
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Group
Initial Business Plan
Investment Amount
Investor Director
Investor Shares
IPO
Key Management
Material Adverse Change
New Securities
Ordinary Shares
Original Shareholders
Parties
PE Investor
Permitted Transferee
Preference Shares
Pre-emption Rights
Prohibited Transfer
Qualified IPO
Reserved Matters
Restricted Business
ROFO
ROFR
Securities
Share Capital
Shareholders
Subscription Price
Tag-Along Notice
Tag-Along Right
Transfer
Valuation
Voting Rights
Board Composition
Management
Reserved Matters
Pre-emption Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Information Rights
Exit Provisions
IPO Rights
Board and Shareholder Meetings
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Representations and Warranties
Events of Default
Deadlock Resolution
Share Valuation
ESOP Provisions
Investor Protective Provisions
Corporate Governance
Related Party Transactions
Amendment and Waiver
Term and Termination
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
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