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Stock Ownership Agreement
"I need a Stock Ownership Agreement for my Canadian tech startup with 5 founders and provisions for an employee stock option pool of 15%, including tag-along and drag-along rights, to be implemented by March 2025."
1. Parties: Identification of all parties to the agreement, including the company and stockholders
2. Background: Context of the agreement, including company information and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Ownership and Capital Structure: Details of share classes, rights, and current ownership structure
5. Transfer Restrictions: Limitations and conditions on the transfer of shares
6. Right of First Refusal: Process and terms for existing shareholders to purchase shares before they can be sold to third parties
7. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders
8. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
9. Share Valuation: Methods and procedures for determining share value
10. Voting Rights: Shareholders' voting rights and procedures
11. Management and Control: Decision-making authority and corporate governance provisions
12. Confidentiality: Protection of company and shareholder confidential information
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership by participating in new share issuances
2. Employee Stock Options: Terms and conditions for employee stock ownership, used when agreement includes employee shareholders
3. Death and Disability Provisions: Special provisions for share transfer upon death or disability of shareholders
4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees/customers
5. Special Purpose Vehicle Provisions: Special provisions for corporate shareholders or holding companies
6. Board Representation: Rights of certain shareholders to appoint board members, used for significant investors
7. Dividend Policy: Specific provisions regarding dividend distributions, if agreed upon
8. Information Rights: Special rights for certain shareholders to receive company information
9. Exit Strategy Provisions: Specific provisions for company sale or IPO scenarios
1. Schedule A - Current Share Ownership: Detailed breakdown of current shareholdings and share classes
2. Schedule B - Share Transfer Form: Standard form for executing share transfers
3. Schedule C - Deed of Adherence: Form for new shareholders to become bound by the agreement
4. Schedule D - Valuation Methodology: Detailed procedures and formulas for share valuation
5. Schedule E - Reserved Matters: List of decisions requiring special shareholder approval
6. Schedule F - Company Information: Detailed company information including incorporation details and share capital
7. Appendix 1 - Board Resolution: Copy of board resolution approving the agreement
8. Appendix 2 - Shareholders' Contact Information: Contact details and notice information for all shareholders
Authors
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Energy
Transportation
Agriculture
Mining
Construction
Media and Entertainment
Software
Biotechnology
Telecommunications
Legal
Finance
Corporate Governance
Executive Leadership
Investor Relations
Treasury
Compliance
Corporate Affairs
Business Development
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Corporate Lawyer
Investment Manager
Board Director
Chairman
Vice President of Finance
Compliance Officer
Corporate Governance Officer
Shareholder Relations Manager
Investment Relations Director
Business Development Executive
Company Secretary
Chief Legal Officer
Treasury Manager
Financial Controller
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