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Shareholders Agreement Contract
"I need a Shareholders Agreement Contract for my Delaware-incorporated tech startup with three co-founders and two venture capital investors, including provisions for future funding rounds and an anti-dilution mechanism, to be effective from March 1, 2025."
1. Parties: Identifies all shareholders and the company entering into the agreement
2. Background: Provides context about the company, its business, and the purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Share Ownership and Capital Structure: Details the company's share classes, ownership distribution, and capital structure
5. Transfer Restrictions: Specifies limitations on transferring shares and processes for permitted transfers
6. Right of First Refusal: Procedures for existing shareholders to purchase shares before they can be sold to third parties
7. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders
8. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
9. Board Composition and Governance: Structure and operation of the board of directors, including appointment rights
10. Shareholder Meetings and Voting: Procedures for shareholder meetings and voting requirements
11. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
12. Dividend Policy: Framework for declaring and distributing dividends
13. Information Rights: Shareholders' rights to company information and financial reports
14. Confidentiality: Obligations to maintain confidentiality of company information
15. Non-Compete and Non-Solicitation: Restrictions on competitive activities and hiring of company employees
16. Dispute Resolution: Procedures for resolving disputes between shareholders
17. Term and Termination: Duration of the agreement and circumstances for termination
18. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Preemptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances
2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
3. Anti-Dilution Protection: Provisions protecting investors from dilution in down-rounds, typically for venture capital investments
4. Registration Rights: Rights of shareholders to require the company to register their shares for public trading
5. Founder Provisions: Special provisions applying to company founders, including vesting schedules
6. Dead Lock Resolution: Specific procedures for resolving deadlocks in decision-making
7. Management Rights: Special rights for certain shareholders to participate in company management
8. Exit Strategy Provisions: Procedures and rights relating to company sale or IPO
9. Employee Share Scheme: Provisions relating to employee share ownership plans
10. Preferred Share Rights: Special rights attached to preferred shares, if applicable
1. Schedule 1: Details of Shareholders: List of all shareholders with their shareholdings and contact information
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and current distribution
3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4: Form of Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5: Fair Market Valuation Methodology: Agreed method for valuing shares
6. Schedule 6: Board Composition: Current board structure and appointment rights
7. Schedule 7: Business Plan: Current business plan and strategic objectives
8. Appendix A: Share Transfer Notice: Template for notifying intent to transfer shares
9. Appendix B: Tag-Along Notice: Template for exercising tag-along rights
10. Appendix C: Drag-Along Notice: Template for exercising drag-along rights
Authors
Agreement
Articles of Incorporation
Board
Business Day
Bylaws
Call Option
Change of Control
Company
Competing Business
Confidential Information
Deed of Adherence
Director
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Initial Public Offering
Insolvency Event
Majority Shareholders
Material Adverse Change
Minority Shareholders
New Securities
Observer
Ordinary Course of Business
Original Shareholders
Parties
Permitted Transfer
Person
Pre-emptive Right
Pro Rata Share
Put Option
Qualified IPO
Related Party Transaction
Reserved Matters
ROFR Notice
Securities
Share Capital
Shareholder
Shareholders' Meeting
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferee
Transferor
Transmission
Valuation
Voting Rights
Share Ownership
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Share Valuation
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Put and Call Options
Deadlock Resolution
Dispute Resolution
Exit Rights
Registration Rights
Representations and Warranties
Death and Disability
Share Certificates
Further Assurance
Assignment
Severability
Whole Agreement
Variation
Notices
Governing Law
Jurisdiction
Force Majeure
Termination
Indemnification
Costs and Expenses
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Retail
Energy
Professional Services
Media and Entertainment
Biotechnology
E-commerce
Consumer Goods
Transportation
Telecommunications
Education
Agriculture
Legal
Corporate Governance
Executive Leadership
Board of Directors
Finance
Compliance
Investment Relations
Risk Management
Corporate Affairs
Company Secretariat
Mergers and Acquisitions
Strategic Planning
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Board Director
Corporate Attorney
Investment Manager
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Partner
Business Development Executive
Company Secretary
Legal Counsel
Financial Controller
Risk Manager
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