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Pre Emption Rights In Shareholders Agreement
"I need a Pre-Emption Rights In Shareholders Agreement for my Delaware-incorporated tech startup with 5 founding shareholders and 2 venture capital investors, including specific provisions for new funding rounds expected in March 2025."
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, including 'Transfer', 'Fair Market Value', 'Qualifying Transfer', etc.
4. Pre-Emption Rights: Core section establishing the basic pre-emptive rights of existing shareholders
5. Transfer Restrictions: General restrictions on share transfers and exceptions
6. Transfer Notice: Requirements and procedures for issuing transfer notices
7. Acceptance Procedure: Process and timeframes for accepting or declining pre-emption offers
8. Pricing Mechanism: Method for determining the price of shares subject to pre-emption rights
9. Payment Terms: Terms and conditions for payment when exercising pre-emption rights
10. Default Provisions: Consequences of failing to comply with pre-emption procedures
11. Permitted Transfers: Transfers exempt from pre-emption rights (e.g., to family members or affiliated entities)
12. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the ability to force minorities to join in a sale
3. Valuation Mechanics: Include when complex valuation procedures are needed beyond simple fair market value
4. New Issues of Shares: Include when pre-emption rights should extend to new share issues
5. Different Share Classes: Include when there are multiple share classes with different pre-emption rights
6. Strategic Investor Provisions: Include when certain investors have special rights or exemptions
7. Emergency Transfer Provisions: Include when expedited transfers might be needed in specific circumstances
8. Anti-dilution Protection: Include when shareholders need protection against dilution from new share issues
1. Current Shareholding Structure: Detailed breakdown of current share ownership
2. Form of Transfer Notice: Standard template for notifying other shareholders of intended transfer
3. Acceptance Form: Template for accepting pre-emption rights offer
4. Deed of Adherence: Template for new shareholders to agree to the terms of the agreement
5. Valuation Procedures: Detailed procedures for share valuation if required
6. Permitted Transferee Categories: Detailed list and definitions of permitted transferees
7. Timeline for Transfer Process: Flowchart or detailed timeline of the transfer process
8. Board Resolution Templates: Standard forms for board approval of transfers
Authors
Acceptance Period
Affiliate
Approved Jurisdiction
Articles of Association
Board
Business Day
Competitor
Completion
Completion Date
Connected Person
Control
Default Notice
Defaulting Shareholder
Directors
Encumbrance
Fair Market Value
Family Member
Financial Year
Group
Independent Expert
Insolvency Event
New Securities
Non-Selling Shareholders
Offer Notice
Offered Shares
Permitted Transfer
Permitted Transferee
Pre-Emption Notice
Pre-Emption Rights
Pro Rata Share
Proposed Transfer
Proposed Transferee
Qualifying Transfer
Related Party
Relevant Securities
Remaining Shares
Sale Shares
Selling Shareholder
Share Transfer
Shareholder
Strategic Investor
Subsidiary
Transfer
Transfer Notice
Transfer Price
Transferor
Valuation Date
Valuation Procedure
Transfer Restrictions
Permitted Transfers
Notice Requirements
Acceptance Procedure
Share Valuation
Payment Terms
Default Provisions
Deed of Adherence
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
New Share Issues
Share Certificate Requirements
Board Approval
Confidentiality
Dispute Resolution
Governing Law
Severability
Entire Agreement
Assignment
Notices
Amendment
Waiver
Costs and Expenses
Further Assurance
Termination
Force Majeure
Third Party Rights
Counterparts
Technology
Startups
Private Equity
Venture Capital
Professional Services
Manufacturing
Real Estate
Healthcare
Financial Services
Family Businesses
Media and Entertainment
Biotechnology
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Investor Relations
Corporate Secretary Office
Business Development
Board Administration
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Board Member
Investment Director
Managing Partner
Shareholder Relations Manager
Corporate Governance Officer
Legal Counsel
Company Director
Compliance Officer
Private Equity Manager
Venture Capital Partner
Business Development Executive
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