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Pre Emption Rights Shareholders Agreement
"Need a Pre-Emption Rights Shareholders Agreement for our Indonesian technology startup that's receiving Series A funding in March 2025, including provisions for foreign venture capital investors and protecting founding shareholders' rights with a specific focus on tech industry compliance requirements."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Capital and Shareholding Structure: Details of current shareholding structure and share classes
5. Pre-emption Rights: Detailed procedures for exercising pre-emptive rights on share transfers
6. Transfer Restrictions: General restrictions on share transfers and permitted transfers
7. Transfer Process: Step-by-step process for implementing share transfers
8. Valuation: Methods for determining share value for transfers
9. Board Composition and Management: Structure and appointment rights for board members
10. Shareholder Meetings: Procedures for conducting shareholder meetings and voting rights
11. Reserved Matters: List of actions requiring special shareholder approval
12. Confidentiality: Obligations regarding company and shareholder information
13. Term and Termination: Duration of agreement and termination circumstances
14. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stakes
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Anti-dilution Protection: Protections against shareholding dilution in new share issuances
4. Strategic Investor Provisions: Special rights for strategic investors if applicable
5. Dividend Policy: Specific arrangements for dividend distributions if agreed
6. Non-Compete and Non-Solicitation: Restrictions on competitive activities if relevant
7. Information Rights: Special information access rights for certain shareholders
8. Exit Provisions: Specific arrangements for company sale or IPO
9. Deadlock Resolution: Procedures for resolving shareholder deadlocks
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of current shareholding
2. Schedule 2 - Deed of Adherence: Template for new shareholders joining the agreement
3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4 - Board Charter: Detailed procedures for board operations
5. Schedule 5 - Valuation Methodology: Detailed procedures for share valuation
6. Schedule 6 - Transfer Notice Form: Template for notifying intention to transfer shares
7. Schedule 7 - Company Information: Key company details and registration information
8. Appendix A - Key Performance Indicators: Agreed business performance metrics if applicable
Authors
Technology
Manufacturing
Financial Services
Real Estate
Consumer Goods
Healthcare
Energy
Infrastructure
Agriculture
Mining
Retail
E-commerce
Education
Transportation
Telecommunications
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Investment
Business Development
Strategy
Executive Leadership
Board of Directors
Shareholder Relations
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Legal Director
Chief Financial Officer
Investment Director
Shareholder Relations Manager
Corporate Governance Officer
Board Director
Managing Director
Company Director
Legal Counsel
Investment Manager
Corporate Lawyer
Compliance Officer
Business Development Director
Strategy Director
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