The Shareholder Support Agreement serves as a critical tool in corporate transactions, particularly in the United States, where shareholder approval is often required for significant corporate actions. This agreement is commonly used in merger and acquisition scenarios, corporate restructurings, or other major corporate events where securing shareholder support is essential. It typically includes detailed provisions about voting commitments, share transfer restrictions, and termination rights. The agreement helps create certainty in corporate transactions by legally binding key shareholders to support specific actions, subject to fiduciary duties and applicable securities laws.
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1. Parties: Identification of the parties entering into the agreement, including the supporting shareholders and the company
2. Background: Context of the agreement, including the proposed transaction or circumstances requiring shareholder support
3. Definitions: Key terms used throughout the agreement, including specific transaction-related definitions
4. Voting Commitments: Core obligations regarding voting of shares, including specific matters requiring support
5. Transfer Restrictions: Limitations on share transfers during the support period and any exceptions
6. Term and Termination: Duration of agreement and conditions for termination, including transaction completion or failure
7. Representations and Warranties: Standard assurances from each party regarding authority, ownership, and compliance
8. Governing Law: Applicable jurisdiction and choice of law provisions
1. Standstill Provisions: Restrictions on additional share purchases or hostile actions during the agreement period
2. Proxy Provisions: Authorization to vote shares and appointment of proxy holders
3. Non-Solicitation: Prohibition on soliciting or encouraging competing offers or proposals
1. Schedule of Shareholders: List of participating shareholders and their respective shareholdings
2. Form of Proxy: Standard form for proxy voting arrangements if required
3. Permitted Transfers: List of exempted transfer scenarios and permitted transferees
4. Shareholder Information: Detailed information about shareholdings, voting rights, and any encumbrances
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