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Amended And Restated Shareholders Agreement
"I need an Amended and Restated Shareholders Agreement for our Hong Kong technology company that will accommodate a new Series B investment round closing in March 2025, incorporating new investor rights while preserving key protections for founding shareholders."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the original agreement, reason for amendment and restatement, and current shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety
5. Share Capital and Shareholding: Details of share capital structure, classes of shares, and current shareholding
6. Directors and Management: Board composition, appointment rights, removal procedures, and management structure
7. Shareholders Meetings: Procedures for calling and conducting shareholders meetings, voting rights and quorum requirements
8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
9. Share Transfer Restrictions: Limitations and procedures for transferring shares, including right of first refusal
10. Exit Provisions: Mechanisms for shareholders to exit, including put and call options
11. Dividend Policy: Framework for declaring and distributing dividends
12. Confidentiality: Obligations regarding confidential information
13. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in when majority shareholders sell their shares
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale
3. Anti-Dilution Protection: Optional protection for existing shareholders against dilution in future share issuances
4. Preferred Share Provisions: Required only if the company has or plans to have preferred shares with special rights
5. Strategic Shareholders Rights: Special rights for strategic investors, if applicable
6. Dead-Lock Resolution: Specific procedures for resolving board or shareholder deadlocks, recommended for 50-50 joint ventures
7. Information Rights: Detailed provisions about shareholders' access to company information and reporting requirements
8. IPO Rights: Provisions regarding future public listing, if contemplated
1. Schedule 1 - Details of the Company: Company registration details, registered office, and current directors
2. Schedule 2 - Shareholding Structure: Detailed breakdown of shareholding, including share classes and numbers
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4 - Deed of Adherence: Form for new shareholders to sign when joining the agreement
5. Schedule 5 - Original Agreement: Copy of the original shareholders agreement being amended
6. Schedule 6 - Amendments Summary: Summary of key changes from the original agreement
7. Appendix A - Board Procedures: Detailed procedures for board meetings and decision-making
8. Appendix B - Business Plan: Current business plan and strategic objectives
Authors
Financial Services
Technology
Real Estate
Manufacturing
Retail
Professional Services
Healthcare
Education
Energy
Transportation and Logistics
Media and Entertainment
Telecommunications
E-commerce
Biotechnology
Construction
Legal
Corporate Secretarial
Compliance
Finance
Corporate Development
Investment
Board of Directors
Executive Management
Shareholder Relations
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Investment Director
Compliance Officer
Board Director
Managing Director
Corporate Lawyer
Investment Manager
Shareholder Relations Manager
Company Secretary
Chief Operating Officer
Chief Legal Officer
Corporate Development Director
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