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Equity Ownership Agreement
"I need an Equity Ownership Agreement for my Canadian tech startup to bring in three new angel investors who will collectively own 25% of the company, with specific focus on pre-emptive rights and anti-dilution provisions."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new shareholders
2. Background: Context of the agreement, including current ownership structure and purpose of the transaction
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Share Purchase Details: Specifics of the shares being purchased/transferred, including number, class, and price
5. Payment Terms: Terms and conditions of payment, including method, timing, and any installment arrangements
6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and share ownership
7. Closing Conditions: Conditions that must be met before the transaction can be completed
8. Share Rights and Restrictions: Details of voting rights, dividend rights, and any restrictions on the shares
9. Transfer Restrictions: Limitations and conditions on future transfer of shares
10. Shareholder Rights and Obligations: Key rights and responsibilities of shareholders
11. Governing Law: Specification of applicable Canadian law and jurisdiction
12. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Right of First Refusal: Procedures for existing shareholders 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 by majority shareholders
3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
4. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage in future share issuances
5. Share Vesting Provisions: Terms for gradual vesting of shares, typically used for employee shareholders
6. Board Representation: Rights of shareholders to appoint board members
7. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company
8. Dispute Resolution: Specific procedures for resolving disputes between shareholders
9. Exit Provisions: Terms governing company sale, IPO, or other exit events
1. Schedule A - Share Capital: Detailed breakdown of the company's share capital structure
2. Schedule B - Shareholder Information: List of all shareholders and their holdings pre and post-transaction
3. Schedule C - Share Certificate: Form of share certificate to be issued
4. Schedule D - Company Financial Statements: Recent financial statements of the company
5. Schedule E - Corporate Documents: Relevant corporate documents including articles and bylaws
6. Schedule F - Disclosure Schedule: Exceptions or qualifications to representations and warranties
7. Appendix 1 - Share Transfer Form: Standard form for executing share transfers
8. Appendix 2 - Shareholders' Resolution: Required shareholders' resolutions approving the transaction
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Technology
Professional Services
Financial Services
Manufacturing
Real Estate
Healthcare
Retail
Energy
Mining
Transportation
Agriculture
Construction
Education
Media and Entertainment
Legal
Finance
Corporate Governance
Executive Leadership
Investment
Compliance
Risk Management
Corporate Secretary Office
Shareholder Relations
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Manager
Board Director
Shareholder Relations Manager
Corporate Governance Officer
Finance Director
Managing Partner
Business Development Executive
Compliance Officer
Risk Manager
Investment Analyst
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