Shareholders Agreement
This Shareholders' Agreement template outlines the relationship between investors, founders, and the company, governing key aspects of company management and shareholder rights. It includes provisions for corporate governance, share transfers, founder covenants, confidentiality, and compliance with various legal and tax regulations. The agreement aims to regulate the parties' interactions and the company's affairs.
[DATED]/[AS AMENDED AND RESTATED ON] | [agreement date] |
THE INVESTORS | |
SHAREHOLDERS' AGREEMENT |
[DATED]/[AS AMENDED AND RESTATED ON] [agreement date]
PARTIES
(1) The persons whose names and addresses are set out in Part 1 of Schedule 1 (Parties) (together the "Investors" and each an "Investor"), which expression shall also include any other Shareholder from time to time who has executed an Adherence Agreement as an Investor;
(2) The persons whose names and addresses are set out in Part 2 of Schedule 1 (Parties) (together the "Founders" and each a "Founder"), which expression shall also include any other Shareholder from time to time who has executed an Adherence Agreement as a Founder; [and]
(3) [The persons whose names and addresses are set out in Part 3 of Schedule 1 (Parties) (together the "Existing Shareholders" and each an "Existing Shareholder"), which expression shall also include any other Shareholder from time to time who has executed an Adherence Agreement as an Existing Shareholder; and]
(4) [company name] (company number [company number] incorporated under the laws of [England and Wales]) whose registered office is at [company address] (the "Company").
INTRODUCTION
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(A) [The Investors have agreed to subscribe for shares in the capital of the Company on the terms of the Subscription Agreement (as defined below).]
(B) [Pursuant to clause [***] of the Prior Agreement (as defined below), the Prior Agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of [insert as appropriate] (together the "Requisite Parties").]
(C) [The Investors and the Requisite Parties wish to amend and restate the Prior Agreement in its entirety on the terms of this agreement and to accept the rights created pursuant to this agreement in lieu of the rights granted under the Prior Agreement.]
(D) The parties have entered into this agreement to regulate their relationship with each other and certain aspects of the Company's affairs and dealings.
\
AGREED TERMS
Definitions
In this agreement, except where a different interpretation is necessary in the context, the words and expressions set out below shall have the following meanings:
"Act" means the Companies Act 2006;
"Adequate Procedures" means adequate procedures, as referred to in section 7(2) of the Bribery Act 2010 and any guidance issued by the Secretary of State under section 9 of the Bribery Act 2010 or as referred to in any other applicable anti-corruption laws or regulations of any other [applicable] jurisdiction;
"Adherence Agreement" means an adherence agreement substantially in the form set out in Schedule 5 (Adherence Agreement):
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This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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