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Share Distribution Agreement
"I need a Share Distribution Agreement for our Series B tech startup to distribute 100,000 preferred shares to five new institutional investors, with standard lock-up provisions and tag-along rights, to be completed by March 2025."
1. Parties: Identification of all parties involved in the share distribution
2. Background: Context and purpose of the share distribution arrangement
3. Definitions: Key terms used throughout the agreement
4. Share Distribution Terms: Details of shares being distributed, including class, number, and value
5. Distribution Mechanism: Process and timeline for share distribution
6. Representations and Warranties: Statements of fact and assurances from all parties
7. Covenants: Ongoing obligations and commitments of the parties
8. Conditions Precedent: Conditions that must be met before distribution can occur
9. Transfer Restrictions: Limitations on the transfer of distributed shares
10. Termination: Circumstances under which the agreement may be terminated
11. Governing Law: Applicable jurisdiction and legal framework
12. Dispute Resolution: Procedures for resolving disputes between parties
1. Lock-up Provisions: Restrictions on share transfer or sale for a specified period
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
4. Regulatory Compliance: Specific compliance requirements for regulated entities or markets
5. Employee Participation Provisions: Special terms for employee share distributions
6. Tax Provisions: Specific tax treatment and obligations related to the distribution
1. Schedule of Shareholders: List of shareholders receiving distributions with allocation details
2. Share Certificate Specimens: Examples of share certificates to be issued
3. Distribution Timeline: Detailed timeline of distribution process and key dates
4. Regulatory Approvals: Copies of required regulatory approvals and permits
5. Valuation Report: Independent valuation of shares being distributed
6. Corporate Resolutions: Relevant board and shareholder resolutions authorizing the distribution
Authors
Board
Business Day
Closing
Closing Date
Company
Company Securities
Distribution
Distribution Date
Distribution Price
Effective Date
Encumbrance
Fair Market Value
Governmental Authority
Law
Material Adverse Effect
Ordinary Shares
Participant
Person
Preferred Shares
Record Date
Recipients
Registration Statement
SEC
Securities Act
Share Certificate
Shareholders
Shares
Subsidiary
Trading Day
Transfer
Transfer Agent
Transfer Restrictions
Valuation
Voting Rights
Allocation
Share Rights
Transfer Restrictions
Voting Rights
Dividend Rights
Registration Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Representations and Warranties
Compliance with Securities Laws
Regulatory Approvals
Distribution Mechanics
Share Certificates
Valuation
Lock-up Provisions
Confidentiality
Non-dilution Protection
Information Rights
Tax Matters
Costs and Expenses
Notices
Amendment and Modification
Governing Law
Dispute Resolution
Force Majeure
Termination
Assignment
Severability
Entire Agreement
Further Assurances
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