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Shareholders Agreement And Share Subscription Agreement
"I need a Shareholders Agreement and Share Subscription Agreement for my Irish technology startup that's accepting a €2 million investment from a venture capital firm in March 2025, with specific provisions for founder vesting and anti-dilution protection."
1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investors
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Subscription for Shares: Details of the share subscription including number of shares, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the share subscription
6. Warranties and Representations: Warranties given by the company and existing shareholders to the new investors
7. Share Capital and Transfer Restrictions: Share capital structure and restrictions on transfer of shares
8. Pre-emption Rights: Rights of existing shareholders to maintain their percentage shareholding in future share issues
9. Board Composition and Management: Structure of the board, appointment rights, and management provisions
10. Reserved Matters: Decisions requiring special majority or unanimous consent
11. Information Rights: Shareholders' rights to receive financial and other company information
12. Dividend Policy: Agreement on distribution of profits and dividend policy
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders - include when protecting minority interests
2. Drag-Along Rights: Right of majority shareholders to force minorities to join in sale - include when exit flexibility is needed
3. Put and Call Options: Rights to force purchase/sale of shares - include when specific exit mechanisms are required
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include for key shareholders/founders
5. Anti-Dilution Protection: Protection against value dilution - include for venture capital/professional investors
6. Liquidation Preference: Preferential rights on liquidation - include for preferred shareholders
7. Employee Share Scheme: Provisions for employee share ownership - include if employee participation is planned
8. Intellectual Property Rights: Special provisions for IP-heavy companies - include for technology/creative businesses
9. Dead Lock Resolution: Mechanisms to resolve shareholder disputes - include for 50/50 joint ventures
1. Schedule 1 - Share Capital and Shareholding Structure: Details of current and post-completion shareholding structure
2. Schedule 2 - Subscription Details: Detailed terms of the share subscription including price calculation
3. Schedule 3 - Warranties: Full list of warranties given by the company and warranting shareholders
4. Schedule 4 - Reserved Matters: Comprehensive list of matters requiring special approval
5. Schedule 5 - Completion Requirements: Detailed list of completion deliverables and requirements
6. Schedule 6 - Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7 - Company's Current Business Plan: Current business plan and financial projections
8. Schedule 8 - Deed of Adherence: Form of deed for new shareholders joining the agreement
9. Schedule 9 - Key Performance Indicators: Agreed KPIs for monitoring company performance
Authors
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
Professional Services
Retail
E-commerce
Biotechnology
Energy
Transportation
Media and Entertainment
Telecommunications
Software Development
Construction
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Investment
Compliance
Corporate Governance
Business Development
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Company Secretary
Corporate Lawyer
Investment Director
Venture Capital Partner
Private Equity Manager
Corporate Development Manager
Board Director
Financial Controller
Investment Manager
Legal Counsel
Business Development Director
Compliance Officer
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