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1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company details and purpose
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Share Capital and Shareholders: Details the company's share structure and shareholders' initial shareholdings
5. Management and Decision Making: Outlines governance structure, board composition, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings, voting rights
7. Share Transfer Restrictions: Rules governing the transfer of shares, including right of first refusal
8. Dividends and Distributions: Policies on profit distribution and dividend declaration
9. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval
10. Confidentiality: Obligations regarding company and shareholder confidential information
11. Dispute Resolution: Procedures for resolving disputes between shareholders
12. Termination: Circumstances and procedures for terminating the agreement
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
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. Share Valuation: Include when specific valuation methods for share transfers are required
4. Non-Competition: Include when shareholders have other business interests or industry connections
5. Intellectual Property Rights: Include for companies with significant IP assets or development plans
6. Death/Incapacity Provisions: Include for family businesses or where shareholders are key to operations
7. Mandatory Share Transfer Events: Include when automatic transfer triggers are needed (e.g., employee shareholders)
8. Deadlock Resolution: Include for 50/50 shareholdings or high likelihood of deadlock situations
1. Schedule 1: Details of the Company: Company registration details, registered office, directors
2. Schedule 2: Initial Shareholdings: List of shareholders and their initial share allocation
3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4: Share Transfer Procedures: Detailed procedures and forms for share transfers
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6: Share Valuation Methods: Detailed methodology for share valuation if applicable
7. Appendix A: Board Resolution Template: Standard format for board resolutions
8. Appendix B: Shareholders' Resolution Template: Standard format for shareholders' resolutions
Articles of Association
Board
Business
Business Day
Company
Completion
Confidential Information
Connected Person
Deadlock
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Hong Kong
Independent Expert
Intellectual Property Rights
Material Breach
Ordinary Resolution
Parties
Permitted Transfer
Reserved Matters
Share Capital
Shareholders
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Drag-Along Rights
Deed of Adherence
Valuation Date
Board Resolution
Business Plan
Dividend Policy
Good Leaver
Bad Leaver
Initial Shareholders
Management
Option Notice
Pre-emption Rights
Qualifying Transfer
Related Party Transaction
Share Transfer Notice
Territory
Working Day
Share Capital and Shareholdings
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Management and Decision Making
Board Composition
Shareholder Meetings
Reserved Matters
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Default Events
Deadlock Resolution
Share Valuation
Exit Provisions
Death and Incapacity
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Variation
Costs
Force Majeure
Good Faith
Compliance with Laws
Third Party Rights
Retail
Technology
Professional Services
Food and Beverage
Import/Export
E-commerce
Manufacturing
Financial Services
Consulting
Real Estate
Healthcare
Education
Creative Industries
Legal
Corporate Secretarial
Board of Directors
Executive Management
Finance
Compliance
Corporate Governance
Shareholder Relations
CEO
Managing Director
Company Director
Business Owner
Founder
Company Secretary
Legal Counsel
Chief Financial Officer
Corporate Lawyer
Business Development Manager
Investment Manager
Compliance Officer
Board Member
Minority Shareholder
Majority Shareholder
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