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Shareholders Agreement And Share Subscription Agreement
"I need a Shareholders Agreement And Share Subscription Agreement for my Singapore-based technology startup, where three new investors will subscribe for Series A preference shares representing 25% of the company, with standard pre-emptive rights and a detailed list of reserved matters for investor protection."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Number, class, and price of shares being subscribed
5. Completion Mechanics: Process and timing for share subscription completion
6. Shareholders' Rights and Obligations: Core rights and duties of shareholders
7. Transfer Restrictions: Limitations on share transfers
8. Board Composition: Structure and appointment of board members
9. Reserved Matters: Decisions requiring special approval
10. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution
1. Tag-Along Rights: Right of minority shareholders to join in sale of shares - include when protecting minority shareholders
2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale - include when facilitating potential future sale
3. Anti-Dilution Protection: Protection against value dilution in future rounds - include for investment agreements with multiple anticipated rounds
4. Dividend Policy: Specific rules for dividend distributions - include when shareholders want predetermined dividend arrangements
1. Cap Table: Current and post-investment shareholding structure
2. Subscription Details Schedule: Detailed terms of share subscription including price and number
3. Reserved Matters List: Comprehensive list of matters requiring special approval
4. Warranties: Company and founder warranties
5. Board Resolutions: Required board approvals for share issuance
6. Deed of Adherence: Template for future shareholders to join the agreement
Authors
Agreed Form
Articles of Association
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Constitution
Directors
Drag Along Notice
Drag Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
Investment Amount
Material Adverse Change
New Securities
Ordinary Shares
Parties
Preference Shares
Pre-emption Notice
Pre-emption Rights
Prescribed Price
Reserved Matters
Sale Shares
Share Capital
Shareholders
Shares
Subscription Price
Subscription Shares
Tag Along Notice
Tag Along Right
Transfer
Transfer Notice
Warranties
Share Subscription
Payment Terms
Completion Conditions
Representations and Warranties
Pre-emptive Rights
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Board Composition
Reserved Matters
Information Rights
Dividend Policy
Anti-dilution Protection
Confidentiality
Non-competition
Non-solicitation
Corporate Governance
Exit Rights
Put and Call Options
Deadlock Resolution
Default
Share Valuation
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Governing Law
Dispute Resolution
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