This Shareholders’ Agreement (“Agreement”) is made and entered into on this __________ day of ______, 20, (the “Effective Date”) between the undersigned shareholders (collectively referred to as the “Shareholders”) of [Company Name], a company incorporated under the laws of India (hereinafter referred to as the “Company”).
WHEREAS, the Shareholders are the owners of the shares of the Company and desire to regulate their rights, obligations, and relationship as shareholders of the Company;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Shareholders agree as follows:
1.1 “Shares” shall refer to the shares of the Company held by the Shareholders.
1.2 “Board of Directors” shall refer to the directors appointed or elected to manage the affairs of the Company.
Shareholder Rights and Obligations
2.1 Voting Rights: Each Shareholder shall have voting rights in proportion to their respective shareholding and shall vote on matters requiring shareholder approval in accordance with the provisions herein.
2.2 Preemptive Rights: In the event of any issuance of new shares by the Company, the Shareholders shall have the right to subscribe for and purchase additional shares in proportion to their existing shareholding.
2.3 Transfer of Shares: Any transfer of shares by a Shareholder shall be subject to the prior written consent of the other Shareholders in accordance with the terms and conditions herein.
Board of Directors
3.1 Composition: The Board of Directors shall be composed of [Number] directors, as determined by the Shareholders in accordance with the Company’s Articles of Association.
3.2 Shareholder Representation: The Shareholders shall have the right to appoint or nominate directors to the Board of Directors in proportion to their respective shareholding.
4.1 Major Decisions: Certain major decisions of the Company, as specified herein, shall require the prior written consent of the Shareholders holding [Percentage]% or more of the total shares.
4.2 Dispute Resolution: In the event of a dispute arising among the Shareholders, the Parties shall attempt to resolve the dispute amicably through negotiation and mediation.
5.1 The Shareholders agree to keep confidential all information obtained during the course of their shareholding and involvement with the Company, except as required by law or with the prior written consent of the other Shareholders.
Governing Law and Jurisdiction
6.1 This Agreement shall be governed by and construed in accordance with the laws of India.
6.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [City], India.
7.1 This Agreement constitutes the entire agreement between the Shareholders with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and understandings, whether oral or written.
IN WITNESS WHEREOF, the Shareholders have executed this Shareholders’ Agreement as of the Effective Date first above written.