Drafting Shareholders Agreement Clauses

Full Conversation

law of india will be applicable

For drafting the miscellaneous clauses in a Shareholders' Agreement under Indian law, consider the following:
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India. The courts of [specific location] shall have exclusive jurisdiction.
- Arbitration: All disputes arising out of or in connection with this Agreement shall be resolved by arbitration in [specific location] as per the rules of the [specific arbitration body].
- Confidentiality: Parties shall maintain the confidentiality of all information received from the other party during the term of this Agreement.
- Notice: Any notice required to be given under this Agreement shall be in writing and delivered personally, by courier, or by registered mail to the respective party's address.
- Relief from Courts: Parties have the right to seek interim relief from courts notwithstanding the arbitration clause.
- Waivers: Failure or delay in exercising any right under this Agreement shall not be deemed a waiver thereof.
- Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Assignment: This Agreement and therights and obligations hereunder may not be assigned by any party without the prior written consent of the other party.
- Survival: Provisions which by their nature should survive termination of this Agreement shall do so.
- Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
For the other questions, it's important to highlight the distinctions and similarities in conditions precedent, closing conditions, and conditions subsequent for Share Subscription Agreement, Share Purchase Agreement, and Shareholders’ Agreement.
Would you need more details on these distinctions and similarities?

It looks like you need help drafting specific provisions for a Shareholders' Agreement. Here are concise guidelines for each clause:
- Governing Law and Jurisdiction: Specify that the laws of India will govern the agreement and choose a specific jurisdiction within Haryana for any disputes.
- Arbitration: Include a clause for resolving disputes through arbitration, mentioning the Arbitration and Conciliation Act, *.
- Confidentiality: Ensure all parties agree to keep sensitive information confidential.
- Notice: Specify how notices should be delivered (e.g., via registered mail).
- Relief from Courts: Mention that parties can seek interim relief from courts pending arbitration.
- Waivers: State that any waiver of rights must be in writing and signed.
- Severability: If any provision is invalid, the rest of the agreement remains effective.
- Assignment: Detail any restrictions on transferring rights or obligations.
- Survival: Identify which terms will continue after the agreement ends.
- Counterparts: Allow the agreement to be signed in multiple copies.
For the Share Subscription Agreement, Share Purchase Agreement, and Shareholders' Agreement:
- Share Subscription Agreement: InIt looks like you need help drafting specific provisions for a Shareholders' Agreement. Here are concise guidelines for each clause:
- Governing Law and Jurisdiction: Specify that the laws of India will govern the agreement and choose a specific jurisdiction within Haryana for any disputes.
- Arbitration: Include a clause for resolving disputes through arbitration, mentioning the Arbitration and Conciliation Act, *.
- Confidentiality: Ensure all parties agree to keep sensitive information confidential.
- Notice: Specify how notices should be delivered (e.g., via registered mail).
- Relief from Courts: Mention that parties can seek interim relief from courts pending arbitration.
- Waivers: State that any waiver of rights must be in writing and signed.
- Severability: If any provision is invalid, the rest of the agreement remains effective.
- Assignment: Detail any restrictions on transferring rights or obligations.
- Survival: Identify which terms will continue after the agreement ends.
- Counterparts: Allow the agreement to be signed in multiple copies.
For the Share Subscription Agreement, Share Purchase Agreement, and Shareholders' Agreement:
- Share Subscription Agreement: In

Sure, I can help with drafting those provisions. Here are concise versions for each clause in the Shareholders' Agreement based on Indian law:
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India. The courts at [specific city] shall have exclusive jurisdiction.
- Arbitration: Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, *. The seat of arbitration shall be [specific city], India.
- Confidentiality: Parties agree to keep all information related to this Agreement confidential and not disclose it to any third party without prior written consent, except as required by law.
- Notice: Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered post, or by email to the respective addresses provided by the parties.
- Relief from Courts: Parties may seek interim relief from competent courts in India, notwithstanding the arbitration clause.
- Waivers: No waiver of any right under this Agreement shall be effective unless in writing and signed by the party grantingit.
- Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Assignment: This Agreement and the rights and obligations hereunder may not be assigned by either party without the prior written consent of the other party.
- Survival: Provisions that by their nature should survive termination or expiration of this Agreement shall survive, including, but not limited to, confidentiality and dispute resolution clauses.
- Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
For the specific details and tailoring clauses to your exact needs, consulting with a lawyer would be beneficial.
Would you like more information on any particular clause?

draft this professionally

Sure, here is a professional draft for your request:
---

Questions and Answers:
Question *: M&A ASSIGNMENT
In most commercial agreements, at the end of the contract, you have miscellaneous clauses which provide for the ancillary rights and obligations of the parties to a contract. You have to draft the provisions of the following miscellaneous clauses for a Shareholders’ Agreement:
[* marks]
(i) Governing Law and Jurisdiction
(ii) Arbitration
(iii) Confidentiality
(iv) Notice
(v) Relief from Courts
(vi) Waivers
(vii) Severability
(viii) Assignment
(ix) Survival
(x) Counterparts
Question *:
What is the difference between Share Subscription Agreement, Share Purchase Agreement, and Shareholders’ Agreement? [* marks]
What is the difference in the conditions precedent, closing conditions, and conditions subsequent in these three types of agreements? What are the similarities in the conditions precedent, closing conditions, and conditions subsequent in these three types of agreements? [* marks]
Question *:
The Government of Ruritania is seeking to commence a metro project in its capital city Borduria, and they have issued a tender document seekingbids from interested companies. Two companies, MNP Private Limited and JKL Limited, are seeking to bid for the project. Although they do not have the qualifications sought in the tender document to participate in the bid, together they can qualify.
As the legal advisor of JKL Limited, please provide the different options available to JKL Limited to successfully participate in the bid with MNP Private Limited. Further, please provide the different risks and clauses that JKL Limited must keep in mind when entering into any sort of agreement with MNP Private Limited. [* marks]
---
Answer:
Question *:
In most commercial agreements, at the end of the contract, you have miscellaneous clauses which provide for the ancillary rights and obligations of the parties to a contract. You have to draft the provisions of the following miscellaneous clauses for a Shareholders’ Agreement:
[* marks]
(i) Governing Law and Jurisdiction
(ii) Arbitration
(iii) Confidentiality
(iv) Notice
(v) Relief from Courts
(vi) Waivers
(vii) Severability
(viii) Assignment
(ix) Survival
(x) Counterparts
Question *:
What is the difference between Share Subscription Agreement, Share Purchase Agreement, and Shareholders’

Sure, I can help you draft these clauses professionally for a Shareholders' Agreement. Here are the provisions:
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India. The courts at [City, Haryana] shall have exclusive jurisdiction.
- Arbitration: Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, *. The seat of arbitration shall be [City, Haryana], India.
- Confidentiality: Parties agree to keep all information related to this Agreement confidential and not disclose it to any third party without prior written consent, except as required by law.
- Notice: Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered post, or by email to the respective addresses provided by the parties.
- Relief from Courts: Parties may seek interim relief from competent courts in India, notwithstanding the arbitration clause.
- Waivers: No waiver of any right under this Agreement shall be effective unless in writing and signed by the party granting it.
- Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Assignment: This Agreement and the rights and obligations hereunder may not be assigned by either party without the prior written consent of the other party.
- Survival: Provisions that by their nature should survive termination or expiration of this Agreement shall survive, including, but not limited to, confidentiality and dispute resolution clauses.
- Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If you need further customization or assistance, feel free to ask!

The Government of Ruritania is seeking to commence a metro project in its capital city Borduria, and they have issued a tender document seeking bids from interested companies. Two companies, MNP Private Limited and JKL Limited are seeking to bid for the project. Though they do not have the qualifications sought in the tender document to participate in the bid, together they can qualify to bid for the project. As the legal advisor of JKL Limited, please provide the different options available to JKL Limited to successfully participate in the bid with MNP Private Limited. Further, please provide the different risks and clauses that JKL Limited must keep in mind when entering into any sort of agreement with Bettering Results (BR) MNP Private Limited.

To successfully participate in the bid for the metro project, JKL Limited can consider the following options:
- Joint Venture Agreement:
- Both companies can form a joint venture (JV) to combine their resources and qualifications.
- Clearly define roles, responsibilities, and profit-sharing.
- Consortium Agreement:
- Form a consortium where each company retains its separate legal status but works together for the project.
- Outline specific contributions and liabilities.

Key Clauses & Risks:
- Governing Law and Jurisdiction: Specify Indian law and a jurisdiction within Haryana for disputes.
- Arbitration: Include an arbitration clause under the Arbitration and Conciliation Act, *.
- Confidentiality: Ensure all project-related information is kept confidential.
- Roles and Responsibilities: Clearly define each party's roles to avoid disputes.
- Profit Sharing: Clearly state profit-sharing ratios and payment terms.
- Exit Strategy: Define conditions under which a party can exit the agreement.
- Liability: Outline liability for delays, defects, or breaches.
- Force Majeure: Include a clause for unforeseen events impacting project completion.
Would you like more detailed information on any specific clause or risk?To successfully participate in the metro project bid with MNP Private Limited, JKL Limited can consider the following options:
- Joint Venture (JV):
- Form a JV where both companies share resources and responsibilities.
- Clearly outline profit-sharing and risk management.
- Consortium:
- Create a consortium agreement where both companies collaborate while maintaining their individual identities.
- Define respective contributions and liabilities.

Key Clauses & Risks:
- Governing Law and Jurisdiction: Specify Indian law and jurisdiction within Haryana.
- Arbitration: Include arbitration under the Arbitration and Conciliation Act, *.
- Confidentiality: Protect sensitive project information.
- Roles and Responsibilities: Clearly define each party's roles and responsibilities.
- Profit Sharing: Outline how profits will be shared.
- Exit Strategy: Conditions under which a party can exit the agreement.
- Liability: Define liability for project delays or defects.
- Force Majeure: Address unforeseen events impacting the project.
Would you like more details on any specific clause or risk?

To assist JKL Limited in successfully participating in the bid with MNP Private Limited, consider the following options and clauses:

Options:
*. Joint Venture (JV) Agreement: Form a JV to collectively meet qualification criteria.
*. Consortium: Collaborate as a consortium to pool resources and expertise.

Clauses and Risks:
- Roles and Responsibilities: Clearly define each party's roles.
- Profit Sharing: Outline profit distribution.
- Liability: Limit liability and indemnification clauses.
- Dispute Resolution: Include arbitration and jurisdiction clauses.
- Confidentiality: Protect sensitive information.
Would you like more details on any specific clause?

It seems you need advice on how JKL Limited can collaborate with MNP Private Limited for a metro project bid. Here are some options and considerations:

Options:
- Joint Venture (JV): Form a JV with MNP to meet the qualifications.
- Consortium: Create a consortium agreement to submit a joint bid.

Risks and Clauses:
- Risk Sharing: Clearly define each party's responsibilities and share of risks.
- Confidentiality: Include clauses to protect sensitive information.
- Dispute Resolution: Establish arbitration or mediation mechanisms.
- Termination: Specify conditions under which the agreement can be terminated.
Would you like more details on forming a Joint Venture or a Consortium?

Hi! It looks like you need detailed legal advice on various agreements and clauses. Here's how you can proceed with drafting these clauses for your Shareholders' Agreement:
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India. The courts at [City, Haryana] shall have exclusive jurisdiction.
- Arbitration: Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, *. The seat of arbitration shall be [City, Haryana], India.
- Confidentiality: Parties agree to keep all information related to this Agreement confidential and not disclose it to any third party without prior written consent, except as required by law.
- Notice: Any notice required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered post, or by email to the respective addresses provided by the parties.
- Relief from Courts: Parties may seek interim relief from competent courts in India, notwithstanding the arbitration clause.
- Waivers: No waiver of any right under this Agreement shall be effective unless in writingand signed by the party granting it.
- Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Assignment: This Agreement and the rights and obligations hereunder may not be assigned by either party without the prior written consent of the other party.
- Survival: Provisions that by their nature should survive termination or expiration of this Agreement shall survive, including, but not limited to, confidentiality and dispute resolution clauses.
- Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
For the metro project, JKL Limited can form a joint venture or consortium with MNP Private Limited to bid together. They should consider risk-sharing, management control, and exit strategies while drafting the agreement.
Is there any specific clause you need more details on?

Drafting Shareholders Agreement Clauses

Full Conversation

Related Chats