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Shareholders Agreement Contract
"I need a Shareholders Agreement Contract for a Philippine tech startup with three founding shareholders and two venture capital investors, including specific provisions for tech IP protection and a planned IPO by March 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and company formation
3. Definitions and Interpretation: Key terms and their meanings used throughout the agreement
4. Share Capital and Shareholding: Details of share classes, ownership percentages, and capital structure
5. Board of Directors: Composition, appointment, removal, and powers of the board
6. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements
7. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
8. Share Transfer Restrictions: Limitations and procedures for transferring shares
9. Pre-emptive Rights: Shareholders' rights to maintain ownership percentage in new share issues
10. Tag-Along and Drag-Along Rights: Rights during sale of shares to third parties
11. Dividend Policy: Rules for declaration and distribution of dividends
12. Confidentiality: Protection of company and shareholder confidential information
13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Deadlock Resolution: Procedures for resolving fundamental disagreements
15. Termination: Circumstances and procedures for terminating the agreement
16. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution procedures
1. Foreign Ownership Compliance: Required when foreign shareholders are involved, ensuring compliance with Philippine foreign ownership restrictions
2. Anti-Dilution Protection: Include when there are minority shareholders requiring protection against dilution
3. Preferred Shareholder Rights: Necessary when the company has preferred shares with special rights
4. Management Provisions: Detailed when shareholders are involved in day-to-day management
5. Intellectual Property Rights: Include when the company has significant IP assets
6. Employee Share Scheme: Required when implementing employee share ownership programs
7. Put and Call Options: Include when shareholders want specific share purchase/sale rights
8. Family Succession Provisions: Important for family-owned businesses
1. Schedule 1: Details of the Company: Company registration details, address, and corporate information
2. Schedule 2: Initial Shareholders and Shareholding: List of shareholders with their initial share allocation and classes
3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5: Company Business Plan: Initial business plan and strategic objectives
6. Schedule 6: Share Valuation Methodology: Agreed methods for valuing shares in transfer scenarios
7. Appendix A: Board Resolutions: Format for board resolutions on key matters
8. Appendix B: Share Certificate Template: Standard form for share certificates
Authors
Articles of Incorporation
Board
Business
Business Day
By-laws
Company
Completion
Confidential Information
Control
Deed of Adherence
Directors
Dividend
Drag-along Notice
Drag-along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Director
Initial Business Plan
Intellectual Property Rights
Material Adverse Effect
New Securities
Ordinary Shares
Original Shareholders
Parties
Permitted Transferee
Pre-emptive Right
Preferred Shares
Prohibited Transfer
Qualified IPO
Related Party
Reserved Matters
Securities
Share Capital
Shareholder
Shareholders' Meeting
Shares
Special Resolution
Subsidiary
Tag-along Notice
Tag-along Right
Transfer
Transferor
Transferee
Valuation
Voting Rights
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management Rights
Information Rights
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Put and Call Options
Deadlock Resolution
Default
Termination
Exit Rights
Share Valuation
Further Issue of Shares
Corporate Governance
Dispute Resolution
Voting Rights
Business Plan and Budget
Related Party Transactions
Representations and Warranties
Covenants
Compliance
Amendment
Assignment
Notices
Governing Law
Jurisdiction
Severability
Entire Agreement
Force Majeure
Indemnification
Technology
Manufacturing
Financial Services
Real Estate
Retail
Healthcare
Energy
Telecommunications
Agriculture
Mining
Construction
Transportation
Education
Professional Services
Media and Entertainment
Food and Beverage
Legal
Corporate Secretariat
Board of Directors
Executive Leadership
Compliance
Finance
Risk Management
Investor Relations
Corporate Affairs
Corporate Development
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
Chief Financial Officer
Board Director
Corporate Lawyer
Legal Counsel
Investment Manager
Compliance Officer
Company Director
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
Business Development Director
Risk Management Officer
Company Secretary
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