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Stock Agreement
"I need a Stock Agreement for transferring 25% of shares from an existing shareholder to a new domestic investor in my technology startup, with standard right of first refusal and tag-along rights, to be completed by March 2025."
1. Parties: Identification of all parties to the agreement including the company and shareholders
2. Background: Context of the agreement, company information, and purpose of the stock transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital Structure: Details of the company's share capital, classes of shares, and their rights
5. Consideration and Payment Terms: Purchase price, payment method, and timeline for share transfer
6. Transfer Mechanism: Process and procedure for executing the share transfer
7. Representations and Warranties: Statements of fact by all parties regarding their capacity, authority, and share ownership
8. Shareholder Rights and Obligations: Key rights including voting, dividends, and obligations of shareholders
9. Transfer Restrictions: Limitations on share transfers including right of first refusal and tag-along rights
10. Board Composition and Management: Structure and appointment rights for the board of directors
11. Compliance and Regulatory Requirements: Obligations to comply with Indian laws and regulations
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Dispute Resolution: Mechanism for resolving disputes including jurisdiction and governing law
14. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Foreign Investment Compliance: Required when any party is a foreign entity, covering FEMA compliance and RBI regulations
2. Pre-emptive Rights: Optional section for rights of existing shareholders in future share issuances
3. Anti-dilution Protection: Protection mechanisms for maintaining ownership percentage in case of new share issuances
4. Put and Call Options: Optional rights for forced purchase or sale of shares under specific conditions
5. Drag-along Rights: Rights forcing minority shareholders to join in sale of company
6. Information Rights: Special rights for access to company information and financial statements
7. Non-compete and Non-solicitation: Restrictions on competitive activities and employee solicitation
8. Exit Rights: Specific mechanisms for shareholder exit including IPO and strategic sale provisions
1. Schedule 1 - Share Capital Structure: Detailed breakdown of share capital, shareholding pattern, and share classes
2. Schedule 2 - Share Transfer Form: Template of share transfer forms compliant with Companies Act requirements
3. Schedule 3 - Board Resolutions: Copies of relevant board resolutions approving the share transfer
4. Schedule 4 - Shareholders' Information: Detailed information about all shareholders including KYC documents
5. Schedule 5 - Company Information: Key corporate information including certificates and licenses
6. Schedule 6 - Valuation Report: Share valuation details and methodology if applicable
7. Appendix A - Compliance Certificates: Statutory compliance certificates and regulatory approvals
8. Appendix B - Payment Details: Detailed payment terms, bank account information, and payment schedule
Authors
Agreement
Articles of Association
Board
Business Day
Call Option
Companies Act
Company
Completion Date
Confidential Information
Consideration
Control
Director
Effective Date
Encumbrance
Equity Shares
Event of Default
Fair Market Value
Financial Year
Force Majeure
Fully Diluted Basis
Governing Law
Group Company
Initial Public Offering (IPO)
Intellectual Property Rights
Material Adverse Effect
Memorandum of Association
Notices
Ordinary Course of Business
Parties
Permitted Transferee
Person
Preference Shares
Put Option
Related Party
Relevant Authority
Reserved Matters
Right of First Refusal
SEBI
Share Capital
Shareholder
Share Transfer
Stamp Duty
Subsidiary
Tag-Along Right
Transfer
Valuation
Voting Rights
Share Transfer
Consideration
Payment Terms
Representations and Warranties
Conditions Precedent
Conditions Subsequent
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Reserved Matters
Voting Rights
Dividend Rights
Information Rights
Transfer Restrictions
Right of First Refusal
Put Option
Call Option
Anti-dilution
Exit Rights
IPO Rights
Regulatory Compliance
Foreign Investment Compliance
Confidentiality
Non-compete
Non-solicitation
Corporate Governance
Shareholder Meetings
Share Certificates
Stamp Duty
Indemnification
Force Majeure
Term and Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
E-commerce
Professional Services
Infrastructure
Education
Telecommunications
Energy
Media and Entertainment
Pharmaceuticals
Automotive
Legal
Finance
Corporate Secretarial
Compliance
Corporate Governance
Investment Relations
Risk Management
Corporate Strategy
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Board Director
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
Finance Director
Business Development Manager
Investment Banker
Private Equity Manager
Venture Capitalist
Risk Manager
Corporate Strategy Director
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