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Stakeholders Agreement
"I need a Stakeholders Agreement for my Philippine technology startup that will be receiving Series A funding in March 2025, with provisions for two venture capital firms and protection mechanisms for the founding team who will retain 60% ownership."
1. Parties: Identification of all stakeholders and the company
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Stakeholders: Details of share classes, rights, and current ownership
5. Management and Control: Board composition, appointment rights, and decision-making processes
6. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements
7. Transfer Restrictions: Limitations on share transfers and required procedures
8. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage
9. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties
10. Dividend Policy: Framework for profit distribution
11. Reserved Matters: Decisions requiring special majority or unanimous consent
12. Confidentiality: Protection of company and stakeholder confidential information
13. Term and Termination: Duration of agreement and termination circumstances
14. Dispute Resolution: Process for resolving conflicts between stakeholders
15. Governing Law: Application of Philippine law and jurisdiction
1. Anti-dilution Protection: Protection for stakeholders against value dilution in future funding rounds
2. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
3. Non-compete and Non-solicitation: Restrictions on competitive activities and employee hiring
4. Intellectual Property Rights: IP ownership and licensing arrangements between stakeholders
5. Employee Share Schemes: Framework for employee share ownership programs
6. Dead-lock Resolution: Specific procedures for resolving management deadlocks
7. Foreign Ownership Compliance: Specific provisions ensuring compliance with Philippine foreign ownership restrictions
1. Schedule 1 - Share Capital and Stakeholders: Detailed breakdown of shareholding structure and share classes
2. Schedule 2 - Reserved Matters: Comprehensive list of decisions requiring special approval
3. Schedule 3 - Board Composition: Current board members and stakeholder appointment rights
4. Schedule 4 - Business Plan: Initial or current business plan
5. Schedule 5 - Deed of Adherence: Template for new stakeholders joining the agreement
6. Schedule 6 - Company Information: Key corporate information and registration details
7. Schedule 7 - Valuation Methodology: Agreed methods for share valuation in various scenarios
Authors
Articles of Incorporation
Board
Business Day
By-laws
Company
Competing Business
Confidential Information
Control
Deed of Adherence
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Independent Director
Initial Business Plan
Intellectual Property Rights
Material Adverse Effect
Original Shareholders
Parties
Permitted Transferee
Pro Rata Share
Related Party
Reserved Matters
Securities
Share Capital
Shareholders
Shares
Stakeholder Representative
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Drag-Along Notice
Drag-Along Right
Valuation
Voting Rights
Working Hours
Pre-emptive Rights
Qualified IPO
Put Option
Call Option
Majority Shareholders
Minority Shareholders
Special Resolution
Dead-lock
Exit Event
New Securities
Share Capital and Ownership
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 Protection
Put and Call Options
Deadlock Resolution
Default
Termination
Exit Provisions
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Warranties and Representations
Indemnification
Compliance with Laws
Foreign Ownership Restrictions
Minority Protection Rights
Technology
Manufacturing
Real Estate
Financial Services
Retail
Healthcare
Energy
Agriculture
Transportation
Construction
Mining
Telecommunications
Education
Professional Services
Media and Entertainment
Legal
Corporate Secretariat
Compliance
Finance
Board of Directors
Executive Management
Corporate Governance
Investor Relations
Risk Management
Corporate Planning
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Board Director
Company President
Corporate Governance Officer
Compliance Officer
Investment Manager
Managing Director
Shareholder Relations Officer
Business Development Director
Corporate Planning Manager
Risk Management Officer
Company Treasurer
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