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Pre Emption Rights In Shareholders Agreement
I need a Pre-Emption Rights In Shareholders Agreement for my technology startup that includes a specific valuation mechanism based on revenue multiples, plus tag-along rights for minority shareholders, to be implemented by March 2025.
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including current shareholding structure and purpose of pre-emption rights
3. Definitions and Interpretation: Key terms including 'Transfer', 'Fair Value', 'Offer Notice', 'Pre-emption Right', etc.
4. Pre-emption Rights: Core section detailing the right of first refusal process for existing shareholders
5. Transfer Notice Requirements: Specifications for the form and content of transfer notices
6. Valuation Mechanism: Process for determining the fair value of shares
7. Time Periods and Procedure: Detailed timelines for each step of the pre-emption process
8. Payment Terms: Terms and conditions for payment of shares under pre-emption rights
9. Completion Requirements: Process and requirements for completing the transfer of shares
10. Breach and Remedies: Consequences of failing to comply with pre-emption provisions
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction details
1. Tag-Along Rights: Optional section for when shareholders want the right to join in a sale to a third party
2. Drag-Along Rights: Optional section for majority shareholders to force minorities to join in a sale
3. Special Rights for Founding Shareholders: Additional rights or exemptions for company founders
4. Deemed Fair Value Calculations: Pre-agreed formulas for share valuation in specific circumstances
5. Right of First Offer: Alternative to right of first refusal, requiring selling shareholder to first offer to existing shareholders
6. Emergency Transfer Provisions: Expedited process for transfers in urgent circumstances
7. Non-cash Consideration: Provisions for handling share transfers involving non-cash consideration
8. Permitted Transfers: Exemptions from pre-emption rights for specific types of transfers (e.g., to family members or affiliated entities)
1. Schedule 1 - Current Shareholding: Details of current shareholders and their shareholding percentages
2. Schedule 2 - Transfer Notice Form: Template form for shareholders to use when initiating a transfer
3. Schedule 3 - Deed of Adherence: Form for new shareholders to sign agreeing to be bound by the agreement
4. Schedule 4 - Valuation Principles: Detailed methodology for share valuation
5. Schedule 5 - Completion Checklist: List of documents and actions required to complete a transfer
6. Appendix A - Board Resolution Template: Template for board approval of share transfers
7. Appendix B - Share Certificate Format: Format for new share certificates to be issued post-transfer
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Technology
Manufacturing
Financial Services
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E-commerce
Professional Services
Media and Entertainment
Energy
Infrastructure
Telecommunications
Education
Biotechnology
Consumer Goods
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Investment
Board Secretariat
Shareholder Relations
Risk Management
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Managing Director
Compliance Officer
Corporate Governance Officer
Shareholder Relations Manager
Private Equity Manager
Venture Capital Manager
Investment Director
Business Development Manager
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