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1. Parties: Identification of all shareholders and the company
2. Background/Recitals: Context of the amendment and restatement, including reference to original agreement
3. Definitions: Key terms used throughout the agreement
4. Share Ownership and Capital Structure: Current ownership details and classes of shares
5. Transfer Restrictions: Limitations on transfer of shares
6. Voting Rights: Shareholder voting procedures and rights
7. Board Composition: Structure and appointment of board members
8. Reserved Matters: Actions requiring special approval
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when a majority shareholder sells their stake
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company
3. Anti-Dilution Protection: Provisions protecting shareholders from dilution of their ownership percentage in future funding rounds
4. Registration Rights: Rights of shareholders to require the company to register their shares for public trading
1. Schedule 1 - Current Share Capital: Detailed breakdown of current share ownership and share classes
2. Schedule 2 - Reserved Matters List: Comprehensive list of matters requiring special shareholder approval
3. Schedule 3 - Form of Deed of Adherence: Template document for new shareholders to sign when joining the agreement
4. Schedule 4 - Competing Business List: List of identified competing businesses for non-compete provisions
5. Schedule 5 - Original Agreement: Copy of the original shareholders agreement being amended and restated
Articles of Incorporation
Board
Business Day
Bylaws
Change of Control
Company
Competitor
Confidential Information
Director
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Family Member
Initial Public Offering
Majority Shareholders
Material Adverse Effect
New Securities
Original Agreement
Permitted Transfer
Person
Pre-emptive Right
Pro Rata Share
Qualified IPO
Related Party
Reserved Matters
ROFR Notice
Securities Act
Shares
Shareholder
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferee
Transferor
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Voting Rights
Reserved Matters
Information Rights
Confidentiality
Non-Compete
Non-Solicitation
Dividend Rights
Exit Provisions
Put and Call Options
Share Valuation
Death and Disability
Dispute Resolution
Deadlock Resolution
Amendment Procedures
Registration Rights
Anti-Dilution Protection
Right of First Refusal
Right of First Offer
Representations and Warranties
Termination
Governing Law
Notice Requirements
Assignment
Severability
Entire Agreement
Further Assurance
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