SHAREHOLDERS' AGREEMENT
This Shareholders' Agreement (the "Agreement") is entered into on [Date] by and among [Company Name] (the "Company") and the undersigned shareholders (collectively, the "Shareholders").
1. Board of Directors and Management
* Board Composition: The Board shall consist of [Number] directors. Each Shareholder holding more than [Percentage]% of shares shall have the right to appoint one director.
* Quorum: A quorum for Board meetings requires the presence of at least [Number] directors.
* Major Decisions: Reserved matters (e.g., issuing new shares, taking loans over [Amount], or selling the Company) require the approval of Shareholders holding at least [Percentage]% of the voting shares.
2. Issuance of New Shares
* Pre-emptive Rights: If the Company proposes to issue new shares, each existing Shareholder has the right to subscribe for their pro-rata share to maintain their ownership percentage.
3. Transfer of Shares
* Right of First Refusal (ROFR): If a Shareholder receives a third-party offer to buy their shares, they must first offer those shares to the other Shareholders on the same terms.
* Drag-Along Rights: If Shareholders holding [Percentage]% approve a sale of the Company, they can force the remaining Shareholders to sell their shares on the same terms.
* Tag-Along Rights: If a majority Shareholder sells their stake, minority Shareholders have the right to join the transaction and sell their shares at the same price.
4. Non-Compete and Confidentiality
* Non-Compete: Each Shareholder agrees not to engage in any business that competes with the Company during their time as a shareholder and for [Number] years thereafter.
* Confidentiality: Shareholders shall maintain strict confidentiality regarding the Company’s trade secrets and financial data.
5. Deadlock Resolution
In the event of a fundamental disagreement that prevents the Company from operating, the Shareholders agree to resolve the deadlock via [Buy-Sell Provision / Mediation / Independent Expert].
6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction Name].
---
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.