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1. Parties: Identifies the contracting parties: the company, existing shareholders, and the silent shareholder (potentially using a nominee structure for privacy)
2. Background: Outlines the context of the agreement, including the company's business and the silent shareholder's intended investment
3. Definitions: Defines key terms used throughout the agreement
4. Investment Terms: Details the silent shareholder's investment amount, shareholding percentage, and payment terms
5. Rights and Limitations: Specifies the silent shareholder's rights (especially regarding profits) and limitations (particularly regarding management and voting)
6. Confidentiality: Establishes confidentiality obligations regarding the silent shareholder's identity and investment
7. Profit Distribution: Details how and when profits will be distributed to the silent shareholder
8. Reporting Requirements: Outlines what financial information and reports will be provided to the silent shareholder
9. Transfer Restrictions: Specifies restrictions on transferring shares and any pre-emptive rights
10. Exit Provisions: Details the mechanisms for the silent shareholder to exit the investment
11. Governing Law: Specifies that New Zealand law governs the agreement
12. Dispute Resolution: Outlines the process for resolving any disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Include when the silent shareholder wants the right to join in any sale by major shareholders
2. Drag-Along Rights: Include when majority shareholders want the right to force the silent shareholder to join in a sale
3. Anti-Dilution Protection: Include when the silent shareholder wants protection against future share issuances
4. Information Rights: Include when specific additional information rights beyond standard reporting are required
5. Nominee Arrangements: Include when using a nominee structure to maintain the silent shareholder's anonymity
6. Management Veto Rights: Include when the silent shareholder requires veto rights over specific major decisions
7. Dividend Policy: Include when specific dividend distribution rules need to be established
8. Put Option: Include when the silent shareholder wants the right to force the company to buy back their shares
1. Schedule 1: Share Certificate Details: Details of the shares being issued to the silent shareholder
2. Schedule 2: Investment Amount and Payment Terms: Detailed breakdown of the investment amount and payment schedule
3. Schedule 3: Confidentiality Terms: Detailed confidentiality provisions and procedures
4. Schedule 4: Reporting Requirements: Specific details of required financial reports and their timing
5. Schedule 5: Pre-Agreed Valuation Methods: Methods for valuing shares for various purposes including exit
6. Appendix A: Company Constitution: Copy of the company's constitution
7. Appendix B: Shareholders' Agreement: Copy of any existing shareholders' agreement
8. Appendix C: Due Diligence Documents: Key company documents provided during due diligence
Board
Business
Business Day
Companies Act
Company
Company Constitution
Confidential Information
Directors
Distribution
Dividend
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Initial Investment
Investment Amount
Nominee
Ordinary Shares
Parties
Permitted Transferee
Profit Share
Related Company
Reserved Matters
Share Transfer
Shareholder
Shareholders' Agreement
Silent Shareholder
Silent Shareholder Rights
Subscription Price
Tag-Along Notice
Tag-Along Rights
Term
Territory
Transfer
Transferor
Valuation
Voting Rights
Definitions
Investment Terms
Share Subscription
Payment Terms
Confidentiality
Non-Disclosure
Profit Distribution
Dividend Rights
Voting Rights
Management Restrictions
Information Rights
Reporting Requirements
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Exit Rights
Anti-Dilution
Representations and Warranties
Company Undertakings
Silent Shareholder Undertakings
Board Composition
Reserved Matters
Default
Remedies
Termination
Valuation
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Entire Agreement
Severability
Force Majeure
Costs
Counterparts
Private Equity
Venture Capital
Real Estate
Technology
Manufacturing
Retail
Professional Services
Healthcare
Hospitality
Agriculture
Construction
Entertainment
Education
Financial Services
Legal
Finance
Corporate Governance
Executive Leadership
Investment
Compliance
Risk Management
Company Secretariat
Business Development
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Director
Corporate Lawyer
Investment Manager
Business Development Manager
Company Secretary
Financial Controller
Private Equity Manager
Venture Capital Manager
Investment Advisor
Corporate Governance Officer
Risk Management Officer
Compliance Manager
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