Shareholders' Agreement by Cofounders
This is a Shareholders' Agreement template that outlines the rights and obligations of the company's founders and investors. It covers key aspects such as company management, share transfers, confidentiality, and the process for a potential public listing. The agreement aims to regulate the relationship among all shareholders and the company.
Shareholders' Agreement
This agreement (the Agreement) is made on [Date]
Between:
The persons whose names are set out in Schedule 1 (collectively the Founders and individually a Founder);
The persons whose names are set out in Schedule 2 (collectively the Investors and individually an Investor); and
[Company Name], a company incorporated in Singapore with its registered address at [Company Address] (the Company).
Whereas:
The Company is a private company limited by shares incorporated in Singapore under the Companies Act (Cap. 50) and has at the date of this Agreement an authorised share capital of [Cash Amount Invested] comprising [Number of Ordinary Shares] ordinary shares of [Price of Share] each (Shares).
Pursuant to the Share Purchase Agreement (defined below), the Investors agreed to subscribe for, and the Company agreed to allot and issue to the Investors, inter alia, an aggregate of [Number of shares allocated to investor] Shares.
As at the date hereof, the Investors are the registered owners of an aggregate of [Number of shares allocated to investor] Shares in the proportions set out opposite their respective names in Schedule 2. As at the date hereof, the Founders are the registered owners, free from all charges, liens and other encumbrances, of the remaining issued capital of the Company of [Remaining shares after investment held by Founders] Shares in the proportions set out opposite their respective names in Schedule 1.
The parties hereto have agreed to enter into this Agreement to give effect to their intentions and to regulate their relations inter se and in the conduct of the business and affairs of the Company.
It is hereby agreed as follows:
Definitions and Interpretation
In this Agreement, unless the subject or context otherwise requires:
the following words and expressions shall have the following meanings:
Act means the Companies Act (Cap. 50) of Singapore;
Articles means the new Articles of Association of the Company duly amended to the satisfaction of the Investors to reflect the terms of this Agreement (as from time to time amended, modified or supplemented);
Auditors means the auditors from time to time of the Company and who are approved by the Investors;
Board means the board of directors for the time being of the Company;
Business Day means a day (other than Saturday and Sunday) on which commercial banks are open for business in Singapore.
Connected Companies means collectively, any companies which are and may from time to time be connected with the Company, and for these purposes, a company (the Connected Company) shall also be deemed to be connected with the Company if:
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