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Company Share Agreement
"I need a Company Share Agreement for the sale of 30% of shares in our Swiss tech startup to a venture capital investor, including specific provisions for board representation and anti-dilution protection."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new shareholders
2. Background: Context of the transaction, company information, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of the completion process, timing, and deliverables
6. Representations and Warranties: Statements of fact and assurances from both seller and purchaser
7. Covenants: Ongoing obligations of the parties post-completion
8. Transfer Restrictions: Limitations on future share transfers and required procedures
9. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges
10. Corporate Governance: Board composition, management structure, and decision-making processes
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in sale of shares by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale
3. Pre-emptive Rights: Right of existing shareholders to purchase new share issues before third parties
4. Share Classes: Specific provisions for different share classes if the company has multiple share types
5. Non-Competition: Restrictions on competitive activities by selling shareholders
6. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
8. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future share issues
9. Information Rights: Special rights regarding access to company information and records
1. Share Capital Structure: Detailed breakdown of company's share capital and shareholding pattern
2. Completion Deliverables: List of all documents and actions required at completion
3. Company Information: Key details about the company including registration information and directors
4. Warranties: Detailed warranties given by the parties
5. Board Regulations: Detailed procedures for board operations and decision-making
6. Deed of Adherence: Template for future shareholders to join the agreement
7. Share Transfer Form: Template for executing share transfers
8. Articles of Association: Current articles of association of the company
9. Shareholders' Resolution: Required shareholder resolutions approving the transaction
Authors
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Consumer Goods
Industrial
Agriculture
Transportation
Media and Entertainment
Legal
Corporate Secretariat
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Investment
Shareholder Relations
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Board Member
Managing Director
Shareholder Relations Manager
Compliance Officer
Financial Controller
Business Development Director
Corporate Governance Officer
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