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Amended And Restated Shareholders Agreement
I need an Amended and Restated Shareholders Agreement for my Canadian technology startup to accommodate two new venture capital investors who will acquire 30% ownership, while updating our board structure and adding typical VC protective provisions, with the agreement to take effect March 1, 2025.
1. Parties: Identification of all shareholders and the corporation
2. Background: Context of the original agreement, reason for amendment and restatement
3. Definitions and Interpretation: Key terms, rules of interpretation, and reference to schedules
4. Effect of Amendment and Restatement: Relationship with previous agreement and effective date
5. Share Capital Structure: Classes of shares, rights, and restrictions
6. Shareholder Rights and Obligations: Core shareholder rights, voting arrangements, and obligations
7. Share Transfer Restrictions: Limitations on transfer and required procedures
8. Right of First Refusal: Process and terms for existing shareholders to purchase shares before third-party sales
9. Corporate Governance: Board composition, appointment rights, meeting procedures
10. Management and Operations: Day-to-day management, key decisions requiring shareholder approval
11. Financial Matters: Dividend policy, financial reporting, access to information
12. Deadlock Resolution: Procedures for resolving fundamental disagreements
13. Confidentiality: Protection of corporate and shareholder confidential information
14. Termination: Events triggering termination and consequences
15. General Provisions: Standard boilerplate including notices, amendments, governing law
1. Tag-Along Rights: Used when minority shareholder protection is needed, giving right to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in a sale
3. Put and Call Options: Add when shareholders want specific share purchase/sale rights in certain circumstances
4. Non-Competition and Non-Solicitation: Include for closely-held companies or when shareholders are actively involved in business
5. Special Share Classes Rights: Required when there are multiple share classes with different rights
6. Preemptive Rights: Include when shareholders should have right to maintain percentage ownership in new share issuances
7. Management Compensation: Add when shareholders are also involved in management
8. Intellectual Property Rights: Include for technology companies or IP-heavy businesses
9. Family Law Compliance: Add for family businesses or closely-held corporations
1. Schedule A - Share Capital Table: Current shareholdings and share class details
2. Schedule B - Original Agreement: Copy of the agreement being amended and restated
3. Schedule C - Board Resolutions: Required board resolutions approving the amendment and restatement
4. Schedule D - Deed of Adherence: Form for new shareholders to join the agreement
5. Schedule E - Permitted Transfers: List of pre-approved share transfer scenarios
6. Schedule F - Reserved Matters: List of decisions requiring special approval
7. Schedule G - Valuation Methodology: Agreed method for share valuation in various scenarios
8. Schedule H - Key Management Positions: Description of key management roles and appointment rights
9. Appendix 1 - Share Transfer Notice: Standard form for initiating share transfers
10. Appendix 2 - Tag-Along Notice: Standard form for exercising tag-along rights
Authors
Affiliate
Applicable Law
Articles
Board
Business
Business Day
By-laws
Change of Control
Class A Shares
Class B Shares
Common Shares
Company
Competitor
Confidential Information
Control
Deadlock
Deed of Adherence
Director
Disposing Shareholder
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Fair Market Value
Family Member
Financial Year
Founder
Independent Director
Initial Shareholders
Intellectual Property
Majority Shareholders
Material Breach
New Shareholders
Officer
Original Agreement
Permitted Transfer
Person
Preemptive Right
Previous Amendments
Purchase Notice
Put Option
Call Option
Qualified IPO
Related Party
Reserved Matters
ROFR Notice
Right of First Refusal
Securities
Share Transfer
Shareholder Loan
Shareholders
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Third Party Offer
Transfer
Valuation Date
Valuation Methodology
Amendment and Restatement
Definitions
Share Capital
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Preemptive Rights
Put and Call Options
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Representations and Warranties
Deadlock Resolution
Dispute Resolution
Exit Provisions
Share Valuation
Default
Remedies
Termination
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Governing Law
Jurisdiction
Amendment
Waiver
Further Assurance
Costs and Expenses
Counterparts
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Energy
Agriculture
Transportation
Media and Entertainment
Construction
Mining
Hospitality
Education
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Investor Relations
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Corporate Lawyer
Board Director
Chairman
Managing Director
Chief Legal Officer
Compliance Officer
Corporate Governance Officer
Investment Manager
Shareholder Relations Manager
Business Development Director
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