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Shareholder Support Agreement
"I need a Shareholder Support Agreement under Irish law for a technology startup's three major shareholders (holding 75% collectively) to commit to voting in favor of a potential IPO planned for March 2025, including standard transfer restrictions and tag-along rights."
1. Parties: Identification of all parties to the agreement, including the company and supporting shareholders
2. Background: Context of the agreement, including company structure and purpose of the support arrangement
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Support Obligations: Core commitments and obligations of the supporting shareholders
5. Voting Undertakings: Specific undertakings regarding how shareholders will exercise their voting rights
6. Transfer Restrictions: Limitations and conditions on the transfer of shares subject to the support agreement
7. Representations and Warranties: Statements of fact and assurances from each party
8. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
9. Confidentiality: Obligations regarding the protection of confidential information
10. Notices: Process and requirements for formal communications between parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Optional provisions giving certain shareholders the right to join in the sale of shares by other shareholders
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in the sale of shares
3. Pre-emptive Rights: Optional provisions giving existing shareholders priority rights to purchase new share issuances
4. Board Appointment Rights: Optional provisions regarding the right to appoint directors to the board
5. Dispute Resolution: Optional detailed procedures for resolving disputes, including mediation or arbitration
6. Non-Compete Provisions: Optional restrictions on shareholders engaging in competing businesses
7. Information Rights: Optional provisions regarding shareholders' rights to receive company information
8. Exit Provisions: Optional mechanisms for coordinated exit or IPO scenarios
1. Schedule 1 - Details of the Company: Company information including registration details, share capital structure, and current directors
2. Schedule 2 - Supporting Shareholders: List of supporting shareholders and their respective shareholdings
3. Schedule 3 - Form of Deed of Adherence: Template for new shareholders to become bound by the agreement
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval under the agreement
5. Schedule 5 - Voting Procedures: Detailed procedures for exercising voting rights and making decisions
6. Appendix A - Share Transfer Notice: Standard form for notifying proposed share transfers
7. Appendix B - Tag-Along Notice: Standard form for exercising tag-along rights if applicable
8. Appendix C - Power of Attorney: Standard form of power of attorney for voting and transfer purposes
Authors
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Retail
Infrastructure
Private Equity
Venture Capital
Legal
Corporate Secretariat
Finance
Compliance
Corporate Development
Investor Relations
Risk Management
Corporate Governance
Executive Leadership
Board Administration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Compliance Officer
Legal Counsel
Corporate Development Manager
Board Director
Investment Manager
Mergers & Acquisitions Director
Shareholder Relations Manager
Corporate Governance Officer
Risk Manager
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