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Share Purchase Agreement And Shareholders Agreement
"I need a Share Purchase Agreement And Shareholders Agreement for the acquisition of 60% shares in a Canadian technology startup, where the existing founders will retain 40% ownership and continue managing the company, with specific provisions for anti-dilution and board representation."
1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the transaction, including description of the company, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
6. Completion: Details of the completion process, timing, and deliverables
7. Warranties and Representations: Statements of fact and assurances given by the sellers regarding the company and shares
8. Management and Operation: Governance structure and decision-making processes for the company
9. Share Transfer Restrictions: Limitations on the transfer of shares and process for permitted transfers
10. Tag-Along and Drag-Along Rights: Rights of shareholders to participate in or be required to join in future sales
11. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Dispute Resolution: Process for resolving disputes between shareholders
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when dealing with preferred shares or venture capital investments
2. Board Composition: Specific provisions about board structure and appointment rights, used when shareholders want guaranteed board representation
3. Dividend Policy: Specific provisions about dividend distributions, used when shareholders want to establish clear dividend rights
4. Non-Compete and Non-Solicit: Restrictions on competitive activities, used when sellers will remain involved or there are specific competitive concerns
5. Put and Call Options: Rights to force purchase or sale of shares, used in joint ventures or when planning future exit scenarios
6. Strategic Decisions: List of matters requiring special majority or unanimous approval, used in joint ventures or when minority shareholders need additional protection
7. Information Rights: Specific rights to company information and reports, used when dealing with sophisticated investors or minority shareholders
1. Share Capital Table: Current and post-completion shareholding structure
2. Warranties: Detailed list of warranties given by the sellers
3. Disclosure Letter: Exceptions and qualifications to the warranties
4. Company Information: Key details about the company including corporate information, material contracts, and assets
5. Completion Deliverables: List of documents and actions required at completion
6. Reserved Matters: List of decisions requiring special approval
7. Form of Share Transfer Form: Template for future share transfers
8. Deed of Adherence: Template for new shareholders to join the agreement
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Energy
Mining
Agriculture
Transportation
Media and Entertainment
Construction
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Corporate Secretariat
Investment
Due Diligence
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Manager
Business Development Director
Mergers & Acquisitions Director
Corporate Development Manager
Board Member
Managing Director
Finance Director
Compliance Officer
Due Diligence Officer
Investment Banker
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