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Shareholder Buy Sell Agreement
"I need a Shareholder Buy Sell Agreement for my technology startup with 5 individual shareholders and 2 venture capital investors, including specific provisions for employee share ownership and an anticipated IPO by March 2025."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details, shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement
4. Transfer Restrictions: General restrictions on transfer of shares and exceptions to these restrictions
5. Right of First Refusal: Process and terms for existing shareholders to purchase shares before they can be offered to third parties
6. Tag Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders
7. Drag Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
8. Trigger Events: Events that trigger mandatory share transfers (death, disability, retirement, termination of employment)
9. Valuation Mechanism: Method for determining share price during transfers
10. Payment Terms: Terms and conditions for payment of share purchase price
11. Transfer Process: Procedural requirements for executing share transfers
12. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority
13. Confidentiality: Obligations regarding confidential information
14. Dispute Resolution: Procedures for resolving disputes between shareholders
15. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
16. Notices: Process for giving formal notices under the agreement
17. General Provisions: Standard boilerplate clauses including amendments, waiver, severability
1. Put and Call Options: Optional rights for shareholders to force purchase/sale of shares at predetermined terms - typically used in joint ventures or strategic investments
2. Insurance Provisions: Requirements for life/disability insurance to fund purchase obligations - relevant when individuals are key shareholders
3. Non-Compete and Non-Solicit: Restrictions on competing activities - important when shareholders are also employees/operators
4. Management Provisions: Rules regarding company management and decision-making - useful when shareholders are actively involved in management
5. Share Transfer to Family Members: Special provisions for family transfers - relevant for family-owned businesses
6. IPO Provisions: Rules applicable in case of public listing - relevant if IPO is contemplated
7. Employee Share Ownership: Special provisions for employee shareholders - relevant if company has employee share ownership schemes
8. Foreign Investment Compliance: Additional provisions for compliance with FEMA - needed if foreign shareholders are involved
1. Schedule 1 - Shareholder Details: List of current shareholders with their shareholding details
2. Schedule 2 - Company Information: Detailed company information including registration details, share capital structure
3. Schedule 3 - Valuation Formula: Detailed methodology for share valuation
4. Schedule 4 - Transfer Notice Format: Prescribed format for share transfer notices
5. Schedule 5 - Deed of Adherence: Format for new shareholders to become bound by the agreement
6. Schedule 6 - Insurance Requirements: Details of required insurance policies and coverage
7. Schedule 7 - Reserved Matters: List of decisions requiring special majority or unanimous consent
8. Appendix A - Share Certificate Format: Format for share certificates to be issued
Authors
Technology
Manufacturing
Professional Services
Real Estate
Retail
Healthcare
Financial Services
Education
Construction
Hospitality
Media and Entertainment
Agriculture
Telecommunications
Energy
Transportation and Logistics
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Corporate Governance
Board of Directors
Executive Leadership
Investment
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Director
Shareholder
Investment Manager
Private Equity Manager
Venture Capitalist
Business Owner
Partner
Financial Controller
Risk Manager
Corporate Governance Officer
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