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Company Shareholder Agreement
"I need a Company Shareholder Agreement for a Belgian technology startup with three founding shareholders and one venture capital investor, including specific provisions for future funding rounds and anti-dilution protection, to be implemented by March 2025."
1. Parties: Identification of all shareholders and the company, including registration details as required under Belgian law
2. Background: Context of the agreement, company history, and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific Belgian legal terminology
4. Share Capital and Shareholders: Details of share capital structure, classes of shares, and current shareholding
5. Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure
6. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights and majorities
7. Transfer Restrictions: Limitations on share transfers, right of first refusal, and transfer procedures
8. Anti-dilution and Pre-emption Rights: Protection against dilution and rights in case of new share issuance
9. Dividend Policy: Agreement on distribution of profits and dividend policy
10. Information Rights: Shareholders' rights to company information and financial reports
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in sale
3. Put and Call Options: Optional rights to force purchase/sale of shares under specific conditions
4. Non-Compete and Non-Solicitation: Optional restrictions on competitive activities, used when shareholders are active in the business
5. Intellectual Property Rights: Optional section for technology or IP-heavy companies
6. Employee Share Schemes: Optional provisions for employee share ownership plans
7. Dead-lock Resolution: Optional mechanisms for resolving management dead-locks, important for 50/50 joint ventures
8. Strategic Decisions: Optional list of decisions requiring special majorities or unanimous consent
9. Exit Strategy: Optional provisions for IPO or trade sale scenarios
1. Current Shareholding Schedule: Detailed breakdown of current share ownership and share classes
2. Articles of Association: Copy of the company's current articles of association
3. Reserved Matters: List of decisions requiring special approval
4. Business Plan: Initial business plan and strategy
5. Share Valuation Methodology: Agreed methods for valuing shares for various transfer scenarios
6. Deed of Adherence: Template for new shareholders to join the agreement
7. Board Regulations: Detailed procedures for board operations and decision-making
8. Key Performance Indicators: Agreed metrics for monitoring company performance
9. Competitors List: List of companies considered competitors (if non-compete provisions included)
Authors
Articles of Association
Board of Directors
Business Day
Business Plan
Call Option
Change of Control
Competing Business
Confidential Information
Deed of Adherence
Defaulting Shareholder
Drag-along Notice
Drag-along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Expert
Initial Shareholders
Intellectual Property Rights
Management
Material Breach
New Securities
Ordinary Resolution
Permitted Transfer
Pre-emption Right
Put Option
Qualified Majority
Related Party
Reserved Matters
Share Capital
Share Transfer
Shareholder Loan
Shareholders' Meeting
Special Majority
Subsidiary
Tag-along Notice
Tag-along Right
Transfer Notice
Valuation Date
Working Day
Definitions
Share Capital and Classes
Share Transfer Restrictions
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Board Composition
Board Meetings
Shareholders' Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Anti-dilution Protection
Put and Call Options
Deadlock Resolution
Default
Termination
Exit Provisions
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Severability
Amendment
Notices
Further Assurance
Costs
Force Majeure
Entire Agreement
Third Party Rights
Representations and Warranties
Technology
Manufacturing
Professional Services
Real Estate
Financial Services
Healthcare
Retail
Energy
Telecommunications
Media
Transportation
Construction
Biotechnology
Agriculture
Education
Legal
Corporate Governance
Finance
Executive Leadership
Board of Directors
Compliance
Corporate Secretariat
Investor Relations
Risk Management
Corporate Development
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Shareholder Relations Manager
Investment Director
Corporate Governance Officer
Legal Counsel
Finance Director
Compliance Officer
Company Director
Private Equity Manager
Venture Capital Partner
Risk Manager
Corporate Development Manager
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