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Pre Emption Rights Shareholders Agreement
"I need a Pre-Emption Rights Shareholders Agreement for my Swiss technology startup with 5 founding shareholders and 3 venture capital investors, including specific provisions for future funding rounds expected in March 2025 and tag-along rights for minority shareholders."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, current shareholding structure, and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Transfer', 'Pre-emption Rights', 'Fair Market Value', etc.
4. Duration and Termination: Term of the agreement and circumstances for termination
5. Current Shareholding: Detailed breakdown of current share ownership and share classes
6. Transfer Restrictions: General prohibitions and limitations on share transfers
7. Pre-emption Rights: Core section detailing the pre-emptive rights process
8. Transfer Notice: Requirements and procedure for notifying other shareholders of intended transfers
9. Exercise of Pre-emption Rights: Process and timeframes for exercising pre-emption rights
10. Share Valuation: Methodology for determining share price in pre-emption situations
11. Completion of Transfer: Process for executing the share transfer
12. Permitted Transfers: Exceptions to pre-emption rights (e.g., transfers to family members or affiliated entities)
13. Notices: Communication requirements and methods
14. Confidentiality: Obligations regarding confidential information
15. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Share Classes Provisions: Include when there are multiple share classes with different rights
4. Management Provisions: Include when the agreement needs to address management participation and rights
5. Right of First Offer: Include as an alternative or addition to pre-emption rights
6. Bad Leaver Provisions: Include when shareholders are also employees/managers
7. Death and Incapacity: Include specific provisions for succession planning
8. Dispute Resolution: Include detailed ADR procedures if desired as alternative to court proceedings
1. Schedule 1 - Current Shareholding Table: Detailed breakdown of current shareholders and their holdings
2. Schedule 2 - Share Valuation Methodology: Detailed process and formulas for share valuation
3. Schedule 3 - Transfer Notice Form: Template for shareholders to use when intending to transfer shares
4. Schedule 4 - Deed of Adherence: Template for new shareholders to sign and join the agreement
5. Schedule 5 - Company Information: Key company details including registration numbers and address
6. Schedule 6 - Permitted Transfers Matrix: Detailed table showing which transfers are permitted without triggering pre-emption rights
7. Appendix A - Board Resolutions: Copy of board resolutions approving the agreement
8. Appendix B - Articles of Association: Current articles of association showing share transfer restrictions
Authors
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Connected Person
Corporate Representatives
Deed of Adherence
Defaulting Shareholder
Effective Date
Encumbrance
Fair Market Value
Family Member
Financial Year
Group
Independent Expert
Notice
Offer Notice
Offer Period
Offered Shares
Parties
Permitted Transfer
Permitted Transferee
Pre-emption Notice
Pre-emption Rights
Prohibited Transfer
Proposed Transfer
Proposed Transferee
Purchase Price
Qualified IPO
Remaining Shareholders
Sale Shares
Share Capital
Shareholder
Shares
Swiss GAAP
Tag-along Notice
Tag-along Right
Transfer
Transfer Notice
Transferor
Valuation Date
Valuation Principles
Working Days
Definitions
Share Transfer Restrictions
Pre-emption Rights
Transfer Notice Requirements
Valuation
Completion Requirements
Permitted Transfers
Tag-Along Rights
Drag-Along Rights
Share Classes
Management Rights
Board Representation
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Dividend Rights
Voting Rights
Exit Provisions
Death and Incapacity
Default
Termination
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Further Assurance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Technology
Financial Services
Manufacturing
Professional Services
Healthcare
Real Estate
Retail
Energy
Transportation
Media and Entertainment
Biotechnology
Construction
Agriculture
Education
Hospitality
Legal
Corporate Secretariat
Finance
Executive Leadership
Corporate Development
Investor Relations
Compliance
Corporate Governance
Board of Directors
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Director
Corporate Governance Officer
Board Member
Managing Director
Shareholder Relations Manager
Company Secretary
Corporate Lawyer
Investment Manager
Private Equity Manager
Venture Capital Manager
Corporate Development Director
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