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Equity Ownership Agreement
"I need an Equity Ownership Agreement for my Hong Kong tech startup where three angel investors will each acquire 5% ownership, with the deal expected to close by March 2025 and including standard pre-emptive rights and tag-along provisions."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new shareholders
2. Background: Context of the transaction, including current ownership structure and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core terms of the share transfer, including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including conditions precedent and completion obligations
6. Representations and Warranties: Standard representations and warranties from all parties regarding capacity, authority, and share ownership
7. Share Rights and Restrictions: Details of the rights attached to the shares and any restrictions on transfer or ownership
8. Corporate Governance: Key decisions requiring shareholder approval and voting rights
9. Confidentiality: Obligations regarding confidential information and announcements
10. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction
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. Pre-emptive Rights: Include when existing shareholders should have first right to purchase new share issues
4. Right of First Refusal: Include when existing shareholders should have first right to purchase shares being sold
5. Put and Call Options: Include when parties want rights to force purchase/sale of shares in specific circumstances
6. Non-Compete Provisions: Include when shareholders need to be restricted from competing activities
7. Dividend Policy: Include when specific dividend distribution rules need to be established
8. Dead-lock Resolution: Include when equal ownership situations require specific resolution mechanisms
1. Share Capital and Ownership Structure: Detailed breakdown of share capital, classes of shares, and ownership percentages
2. Completion Obligations: List of all documents and actions required for completion
3. Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Company Information: Key details about the company including registration number, registered office, and directors
5. Share Certificate Forms: Template forms for new share certificates to be issued
6. Transfer Forms: Standard share transfer forms required under Hong Kong law
7. Deed of Adherence: Template for new shareholders to agree to be bound by the agreement
Authors
Articles of Association
Board
Business
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Hong Kong
Initial Shareholders
Material Adverse Change
New Shareholders
Ordinary Shares
Parties
Purchase Price
Reserved Matters
Sale Shares
Share Capital
Shareholders
Shares
Stamp Duty
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Drag-Along Notice
Drag-Along Right
Pre-emptive Rights
Related Party
Relevant Securities
Representatives
Security Interest
Signing Date
Subscription Amount
Transfer Notice
Voting Rights
Working Hours
Share Sale and Purchase
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Share Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Share Valuation
Corporate Governance
Reserved Matters
Board Composition
Shareholder Meetings
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Default
Termination
Exit Provisions
Dead-lock Resolution
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variations
Waiver
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Retail
Healthcare
Education
Transportation
Energy
Construction
Media and Entertainment
Telecommunications
Hospitality
E-commerce
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Investment
Board of Directors
Executive Management
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Managing Director
Board Director
Compliance Officer
Finance Director
Corporate Development Manager
Venture Capital Manager
Private Equity Manager
Investment Banker
Company Director
Shareholder Representative
General Counsel
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