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CM Advocates > Shareholders Agreement

Shareholders Agreement

A Shareholders Agreement is an agreement entered into by shareholders of a company to govern or otherwise regulate the conduct of the shareholders vis-à-vis each other and vis-à-vis the company. The Agreement provides for matters beyond those ordinarily provided for in the statutory Articles of Association and more comprehensively sets out how the Company is to be managed and financed. This Agreement is useful in clearly enumerating the shareholders’ rights and obligations as well as detailing how parties are to conduct themselves when it comes to exiting from the Company, acquiring shares in the Company and how to resolve disputes amongst other shareholder issues.

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Table of Content

  1. Interpretation
  2. Mutual Undertaking by The Shareholders
  3. Undertakings by The Company
  4. Effect
  5. Business of The Company
  6. Expansion
  7. Duration
  8. Provisions Relating to Directors
  9. Alternate Directors
  10. Shareholders’ Meetings
  11. Chairperson
  12. Reserved Matters
  13. Deadlock Provisions
  14. Financing of The Company
  15. Guarantees
  16. Management
  17. Auditors and Accounts
  18. Non-Compete
  19. Investment by The Company
  20. Undertakings Representations and Warranties
  21. No Encumbrance
  22. Common Seal
  23. Dividend Policy
  24. Announcements and Publicity
  25. Transfers of Shares
  26. Tag along and Drag Along Rights
  27. Gunshot Clause
  28. Admission of New Members
  29. Option to Acquire Additional Shareholding
  30. Rights Issues
  31. Relationship Between The Shareholders
  32. Support Clause
  33. Warranties and Indemnity
  34. Breach
  35. Duration and Termination
  36. Consequences of Termination
  37. Exit of Shareholder
  38. Confidentiality
  39. Inconsistency With Articles
  40. Force Majeure
  41. Notices and Service
  42. Assignment and Benefit
  43. No Waiver of Rights
  44. Variation
  45. Severability
  46. Entire Agreement
  47. Counterparts
  48. Costs
  49. Jurisdiction
  50. Dispute Resolution

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