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1. Parties: Identifies and defines all parties to the agreement, including shareholders and the company
2. Background: Sets out the context and purpose of the agreement, including current shareholding structure
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Capital and Shareholding: Details the company's share capital structure and each shareholder's holding
5. Share Transfer Restrictions: Establishes basic restrictions on the transfer of shares
6. Management and Decision Making: Outlines corporate governance structure and decision-making processes
7. Shareholders' Rights and Obligations: Details fundamental rights and obligations of shareholders
8. Reserved Matters: Lists decisions requiring special majority or unanimous consent
9. Dividend Policy: Sets out the basic framework for dividend declarations and distributions
10. Confidentiality: Establishes confidentiality obligations for all parties
11. Dispute Resolution: Provides mechanism for resolving disputes between shareholders
12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendments
1. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase shares before they can be sold to third parties
2. Tag-Along and Drag-Along Rights: Mechanisms protecting minority shareholders in case of sale (tag-along) and enabling majority shareholders to force sale (drag-along)
3. Put and Call Options: Specific share purchase and sale options between shareholders
4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees/customers
5. Dead-Lock Resolution: Specific procedures for resolving management deadlocks
6. Exit Mechanisms: Detailed procedures for shareholder exits, including IPO provisions
7. Valuation Mechanisms: Specific methods for valuing shares in various transfer scenarios
8. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future share issues
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital, share classes, and current shareholding
2. Schedule 2 - Reserved Matters: Comprehensive list of matters requiring special approval
3. Schedule 3 - Company Information: Key details about the company including registration number, registered office, directors
4. Schedule 4 - Share Valuation Methodology: Detailed methodology for share valuation in different scenarios
5. Schedule 5 - Deed of Adherence: Template deed for new shareholders joining the agreement
6. Appendix A - Initial Business Plan: Current business plan and strategic objectives
7. Appendix B - Share Certificate Form: Template for share certificates
Board
Business
Business Day
Constitution
Companies Act
Company
Completion
Confidential Information
Director
Encumbrance
Fair Market Value
Financial Year
Group
Identity Card
Majority Shareholders
Material Adverse Change
Minority Shareholders
Notice
Ordinary Resolution
Parties
Purchase Price
Reserved Matters
RM
Sale Shares
Share Capital
Shareholder
Special Resolution
Subsidiary
Transfer
Valuation Date
Working Hours
Share Capital
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Board Composition
Management Rights
Reserved Matters
Shareholder Meetings
Voting Rights
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Exit Rights
Deadlock Resolution
Default Events
Dispute Resolution
Governing Law
Force Majeure
Termination
Assignment
Notices
Severability
Entire Agreement
Amendment
Technology
Manufacturing
Financial Services
Real Estate
Retail
Professional Services
Healthcare
Education
Construction
Energy
Agriculture
Transportation
Telecommunications
Legal
Corporate Secretarial
Finance
Executive Leadership
Compliance
Risk Management
Corporate Development
Investment
Shareholder Relations
Board of Directors
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Board Director
Managing Director
Compliance Officer
Corporate Governance Officer
Shareholder Relations Manager
General Counsel
Risk Manager
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