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Company Shareholder Agreement
"I need a Company Shareholder Agreement for a Philippine technology startup with three founding shareholders and two venture capital investors, including provisions for future funding rounds and anti-dilution protection, to be implemented by March 2025."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of share classes, shareholding percentages, and capital structure
5. Shareholder Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations
6. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal and tag-along/drag-along rights
7. Corporate Governance: Board composition, appointment rights, and management structure
8. Shareholders' Meetings: Procedures for conducting shareholders' meetings, voting requirements, and quorum
9. Dividend Policy: Framework for dividend declarations and distributions
10. Reserved Matters: Actions requiring special shareholder approval or unanimous consent
11. Deadlock Resolution: Mechanisms for resolving shareholder disputes and deadlocks
12. Confidentiality: Obligations regarding company and shareholder confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Foreign Ownership Compliance: Required when foreign shareholders are involved, detailing compliance with Philippine foreign ownership restrictions
2. Preferred Shares Rights: Included when the company has preferred shares, detailing special rights and preferences
3. Share Valuation: Specific methodologies for share valuation, particularly relevant for private companies
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, typically included for closely-held companies
5. Put and Call Options: Optional share purchase rights between shareholders
6. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future share issuances
7. Management Provisions: Detailed operational procedures when shareholders are involved in day-to-day management
8. Intellectual Property Rights: Required when the company has significant IP assets
9. Employee Share Schemes: Included when the company has or plans to implement employee share ownership programs
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of shareholding, including share classes and numbers
2. Schedule 2 - Initial Directors and Officers: List of initial board members and key officers
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4 - Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5 - Company Information: Detailed company information including registration details and licenses
6. Schedule 6 - Pre-emptive Rights Procedures: Detailed procedures for implementing pre-emptive rights
7. Schedule 7 - Share Transfer Procedures: Step-by-step process for share transfers
8. Schedule 8 - Valuation Methodology: Agreed methods for share valuation
9. Appendix A - Board Rules and Procedures: Detailed rules governing board operations and meetings
10. Appendix B - Shareholders' Meeting Procedures: Detailed procedures for conducting shareholders' meetings
Authors
Articles of Incorporation
Board
Business
Business Day
By-laws
Call Option
Change of Control
Company
Competitor
Confidential Information
Control
Deadlock
Deed of Adherence
Directors
Dividend
Drag-along Rights
Encumbrance
Event of Default
Fair Market Value
Financial Year
Founding Shareholders
General Meeting
Group
Independent Director
Initial Public Offering
Intellectual Property Rights
Majority Shareholders
Material Adverse Effect
Minority Shareholders
Ordinary Shares
Parties
Permitted Transferee
Person
Preferred Shares
Put Option
Qualified Public Offering
Related Party
Reserved Matters
Right of First Refusal
Securities
Share Capital
Shareholder
Shareholding
Shares
Special Resolution
Subsidiary
Tag-along Rights
Transfer
Valuation
Voting Rights
Share Capital and Structure
Share Transfer Restrictions
Pre-emptive Rights
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Share Valuation
Board Composition
Board Meetings
Shareholder Meetings
Voting Rights
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Anti-Dilution
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Default
Deadlock Resolution
Dispute Resolution
Foreign Ownership Compliance
Termination
Exit Rights
Force Majeure
Representations and Warranties
Indemnification
Assignment
Notices
Governing Law
Amendment
Severability
Entire Agreement
Costs and Expenses
Technology
Manufacturing
Real Estate
Financial Services
Retail
Healthcare
Professional Services
Energy
Agriculture
Transportation
Construction
Media and Entertainment
Education
Food and Beverage
Telecommunications
Legal
Corporate Governance
Board of Directors
Executive Management
Compliance
Finance
Corporate Secretariat
Investor Relations
Risk Management
Corporate Affairs
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Board Director
Company Director
Compliance Officer
Investment Manager
Managing Director
Business Development Manager
Corporate Governance Officer
Shareholder Relations Manager
Company Secretary
Investment Analyst
Private Equity Manager
Venture Capital Manager
Risk Management Officer
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