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Stock Transfer Restriction Agreement
"I need a Stock Transfer Restriction Agreement for my Hong Kong tech startup that will implement a 3-year lock-up period for founding shareholders until January 2025, and include right of first refusal provisions for our Series A investors."
1. Parties: Identification of the company, existing shareholders, and any other parties to the agreement
2. Background: Context of the agreement, including company details, share capital structure, and purpose of the restrictions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Transfer Restrictions: Core restrictions on share transfers, including prohibited transfers and conditions for permitted transfers
5. Transfer Procedure: Detailed process for implementing permitted transfers, including notice requirements and timing
6. Board Approval Process: Procedures for obtaining board approval for transfers and grounds for refusal
7. Permitted Transfers: Specific circumstances where transfers are automatically permitted (e.g., to family members or affiliated companies)
8. Compliance with Laws: Obligations to comply with relevant laws and regulations when executing transfers
9. Default: Consequences of breaching the transfer restrictions
10. Term and Termination: Duration of the agreement and circumstances for termination
11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction
1. Right of First Refusal: Procedure giving existing shareholders the first right to purchase shares before they can be sold to third parties
2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares on the same terms as majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares
4. Call Option: Company's or other shareholders' right to purchase shares in specific circumstances
5. Put Option: Shareholders' right to require the company or other shareholders to purchase their shares
6. Death/Incapacity Provisions: Special procedures for transfer of shares upon death or incapacity of a shareholder
7. Valuation Mechanism: Method for determining share value for transfers under the agreement
8. Deadlock Resolution: Procedures for resolving disputes between shareholders regarding transfers
1. Share Capital Structure: Details of the company's current share capital and shareholding
2. Transfer Notice Form: Standard form for shareholders to notify intention to transfer shares
3. Deed of Adherence: Form for new transferees to agree to be bound by the agreement
4. Permitted Transferee Categories: Detailed list and criteria for permitted transferees
5. Valuation Procedures: Detailed procedures for share valuation when required
6. Board Resolution Templates: Standard form board resolutions for approving/refusing transfers
Authors
Technology and Startups
Professional Services
Family Businesses
Manufacturing
Real Estate
Financial Services
Healthcare
Retail
Media and Entertainment
Education
Legal
Corporate Secretarial
Compliance
Finance
Executive Management
Board of Directors
Risk Management
Investor Relations
Corporate Governance
Chief Executive Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Board Director
Compliance Officer
Investment Manager
Managing Director
Shareholder Relations Manager
Corporate Governance Officer
Risk Manager
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