An Amended And Restated Shareholders Agreement is utilized when significant changes to an existing shareholders agreement are required, often due to new investment, changes in ownership structure, or updated business arrangements. This document, governed by Singapore law, serves to consolidate all previous amendments and modifications into a single, comprehensive agreement while potentially introducing new terms. It typically includes detailed provisions on share transfers, voting rights, board composition, reserved matters, and exit mechanisms, all aligned with Singapore's robust corporate governance framework and Companies Act requirements.
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Key Requirements PROMPT example:
Amended And Restated Shareholders Agreement
"Need an Amended and Restated Shareholders Agreement to reflect our new Series B funding round closing in March 2025, adding two new institutional investors and updating the board composition to include their representatives."
1. Parties: Identification of all shareholders and the company
2. Background: Context of original agreement and reasons for amendment and restatement
3. Definitions: Key terms used throughout the agreement
4. Share Capital and Shareholding Structure: Details of share classes, rights, and current ownership
5. Management and Board Composition: Board structure, appointment rights, and voting requirements
6. Reserved Matters: Decisions requiring special majority or unanimous consent
7. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
8. Exit Provisions: Mechanisms for shareholder exits including tag-along and drag-along rights
1. Anti-dilution Protection: Protection against share value dilution, used when there are institutional investors
2. Intellectual Property Rights: IP ownership and protection provisions, relevant for technology companies
3. Non-compete Provisions: Restrictions on competitive activities, used for founder-shareholders
4. Deadlock Resolution: Mechanisms to resolve shareholder disputes, important for 50-50 joint ventures
1. Share Capital Structure: Detailed breakdown of shareholding
2. Reserved Matters List: Comprehensive list of matters requiring special approval
3. Original Agreement: Copy of the original shareholders agreement being amended
4. Board Regulations: Detailed procedures for board meetings and governance
5. Deed of Adherence: Template for new shareholders to join the agreement
Authors
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Company
Completion
Confidential Information
Director
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Group
Initial Shareholders
IPO
Key Management
Material Adverse Change
New Shareholders
Original Agreement
Ordinary Shares
Party/Parties
Preference Shares
Prescribed Price
Related Corporation
Reserved Matters
ROFR Notice
Share Capital
Shareholders
Shares
Singapore
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer
Transferor
Transferee
Valuation
Voting Rights
Articles of Association
Board
Business
Business Day
Company
Completion
Confidential Information
Director
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Group
Initial Shareholders
IPO
Key Management
Material Adverse Change
New Shareholders
Original Agreement
Ordinary Shares
Party/Parties
Preference Shares
Prescribed Price
Related Corporation
Reserved Matters
ROFR Notice
Share Capital
Shareholders
Shares
Singapore
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer
Transferor
Transferee
Valuation
Voting Rights
Clauses
Share Capital and Shareholding
Board Composition and Management
Reserved Matters
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Dividend Policy
Exit Provisions
Anti-Dilution Protection
Deadlock Resolution
Events of Default
Remedies
Board and Shareholder Meetings
Future Funding
Intellectual Property Rights
Representations and Warranties
Indemnification
Assignment
Termination
Governing Law
Dispute Resolution
Notices
Amendment and Waiver
Severability
Entire Agreement
Further Assurance
Board Composition and Management
Reserved Matters
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Dividend Policy
Exit Provisions
Anti-Dilution Protection
Deadlock Resolution
Events of Default
Remedies
Board and Shareholder Meetings
Future Funding
Intellectual Property Rights
Representations and Warranties
Indemnification
Assignment
Termination
Governing Law
Dispute Resolution
Notices
Amendment and Waiver
Severability
Entire Agreement
Further Assurance
Relevant Industries
Relevant Teams
Relevant Roles
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