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Shareholder Support Agreement
"I need a Shareholder Support Agreement for our ASX-listed mining company, where three major shareholders (collectively holding 45% of shares) will commit to supporting all board recommendations for corporate actions until March 2025, including potential M&A activities."
1. Parties: Identifies all parties to the agreement, including the supporting shareholders and the company
2. Background: Sets out the context of the agreement, including the company structure and purpose of the support arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Support Obligations: Core provisions detailing the nature and extent of shareholder support commitments
5. Voting Arrangements: Specifies how supporting shareholders agree to vote their shares in various circumstances
6. Duration and Termination: Establishes the term of the agreement and circumstances for termination
7. Representations and Warranties: Standard warranties about share ownership, authority to enter agreement, and capacity
8. Confidentiality: Provisions regarding the confidential treatment of agreement terms and related information
9. Notices: Procedures for giving formal notices under the agreement
10. General Provisions: Standard boilerplate clauses including governing law, amendments, and severability
1. Share Transfer Restrictions: Additional restrictions on transfer of shares by supporting shareholders, used when specific holding periods are required
2. Tag-Along Rights: Rights of minority shareholders to join in sale of shares, included when protecting minority interests
3. Drag-Along Rights: Rights to force minority shareholders to join in sale, included when majority needs exit flexibility
4. Standstill Provisions: Restrictions on acquiring additional shares or seeking control, used in public company contexts
5. Break Fees: Penalties for breach of support obligations, included when additional enforcement mechanisms are needed
6. Director Appointment Rights: Provisions regarding board representation, used when supporters get board seats
7. Pre-emptive Rights: Rights of first refusal on share transfers, included when maintaining existing ownership structure is important
1. Schedule 1 - Shareholder Details: List of supporting shareholders and their respective shareholdings
2. Schedule 2 - Supported Resolutions: Specific resolutions or types of resolutions covered by support obligations
3. Schedule 3 - Form of Deed of Adherence: Template for new shareholders to join the agreement
4. Schedule 4 - Voting Procedures: Detailed procedures for exercising voting rights and providing voting instructions
5. Schedule 5 - Prescribed Matters: List of matters requiring specific voting arrangements or special majorities
6. Appendix A - Company Constitution: Copy of the current constitution of the company
7. Appendix B - Related Agreements: Copies or summaries of related shareholders agreements or voting trust arrangements
Authors
Financial Services
Mining and Resources
Technology
Real Estate
Infrastructure
Healthcare
Manufacturing
Retail
Energy
Telecommunications
Professional Services
Private Equity
Legal
Corporate Finance
Compliance
Corporate Governance
Executive Management
Board Secretariat
Mergers & Acquisitions
Investor Relations
Risk Management
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Counsel
Corporate Finance Manager
Investment Director
Mergers & Acquisitions Director
Compliance Officer
Board Director
Company Secretary
Shareholder Relations Manager
Corporate Governance Officer
Investment Manager
Legal Director
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