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Shareholders Agreement And Share Purchase Agreement
"I need a Shareholders Agreement and Share Purchase Agreement for an Irish technology startup where three founding shareholders are selling 25% of their shares to a venture capital investor, with specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and new shareholders
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Details of the shares being sold, purchase price, and payment terms
5. Completion: Timing and mechanics of the share transfer, including conditions precedent and completion obligations
6. Warranties and Representations: Warranties given by sellers regarding the shares and company status
7. Share Capital and Further Issues: Structure of share capital and process for issuing new shares
8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
9. Management and Decision Making: Corporate governance provisions including board composition and shareholder voting rights
10. Reserved Matters: Decisions requiring special shareholder approval
11. Information Rights: Shareholders' rights to company information and financial reports
12. Dividend Policy: Agreement on distribution of profits
13. Confidentiality: Obligations regarding confidential information
14. Dispute Resolution: Procedures for resolving disputes between shareholders
15. Termination: Circumstances and process for terminating the agreement
16. General Provisions: Standard boilerplate clauses including notices, assignments, and governing law
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders - include when protecting minority interests
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale - include for exit flexibility
3. Share Vesting Provisions: Schedule for earning full rights to shares - include for founder/employee shareholders
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include when protecting company interests
5. Dead-Lock Resolution: Procedures for resolving board or shareholder deadlocks - include for 50/50 ownership structures
6. Put and Call Options: Rights to force purchase/sale of shares - include for exit planning
7. Anti-Dilution Protection: Protection against dilution from new share issues - include for investor protection
8. Director Appointment Rights: Special rights to appoint directors - include for significant shareholders
9. Intellectual Property Rights: Special provisions regarding IP ownership - include for technology companies
1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital structure
2. Schedule 2: Existing Shareholders: List of current shareholders and their shareholdings
3. Schedule 3: Share Purchase Details: Detailed breakdown of shares being purchased and consideration
4. Schedule 4: Warranties: Comprehensive list of warranties given by sellers
5. Schedule 5: Completion Requirements: Detailed list of documents and actions required for completion
6. Schedule 6: Reserved Matters: Detailed list of decisions requiring special approval
7. Schedule 7: Board and Shareholder Meeting Procedures: Detailed procedures for conducting meetings and making decisions
8. Schedule 8: Deed of Adherence: Form of deed for new shareholders to join the agreement
9. Appendix A: Share Certificate Form: Template for share certificates
10. Appendix B: Board Resolutions: Pro-forma board resolutions for completion
Authors
Technology and Software
Financial Services
Professional Services
Manufacturing
Retail and Consumer
Healthcare and Life Sciences
Real Estate
Energy and Utilities
Media and Entertainment
Education
Transportation and Logistics
Agriculture and Food
Construction and Engineering
Telecommunications
Legal
Corporate Finance
Executive Leadership
Board of Directors
Compliance
Investment
Corporate Development
Governance
Risk Management
Finance
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Investment Director
Managing Director
Board Director
Shareholder
Private Equity Manager
Venture Capital Investor
Business Development Director
Corporate Finance Manager
Compliance Officer
Risk Manager
Company Director
Financial Controller
Investment Manager
Corporate Development Officer
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