Shareholders Agreement Template Nz

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (the "Agreement") is entered into this [Day] day of [Month], [Year] (the "Effective Date").

BETWEEN:

1. [Company Name], a company incorporated under the Companies Act 1993 of New Zealand, having its registered office at [Registered Office Address] (the "Company"); and

2. The persons and entities listed in Schedule A (each a "Shareholder" and collectively the "Shareholders").

RECITALS:

A. The Company is a private company limited by shares, incorporated under the laws of New Zealand. B. The Shareholders are the registered and beneficial owners of the issued shares in the capital of the Company. C. The Parties wish to regulate their respective rights, duties, and obligations as shareholders and to provide for the management and governance of the Company as set out in this Agreement.

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1. OPERATIONAL DEFINITIONS

1.1 "Act" means the Companies Act 1993 (NZ). 1.2 "Board" means the board of directors of the Company as constituted from time to time. 1.3 "Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which registered banks are open for business in [City], New Zealand. 1.4 "Confidential Information" means all non-public information concerning the business, financial arrangements, or affairs of the Company. 1.5 "Defaulting Shareholder" has the meaning ascribed in Clause 4.1. 1.6 "Encumbrance" means any mortgage, charge, pledge, lien, or other security interest. 1.7 "Exit Event" means a Trade Sale or an Initial Public Offering of the Company. 1.8 "Shares" means the ordinary shares in the capital of the Company held by the Shareholders.

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2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1 Management of the Company: The business and affairs of the Company shall be managed by or under the direction of the Board. The Shareholders agree to vote their Shares to ensure the Board is composed of [Number] directors.

2.2 Transfer of Shares: No Shareholder shall sell, transfer, assign, or create an Encumbrance over any Shares without first complying with the Pre-emptive Rights provisions set forth in [Schedule B].

2.3 Information Rights: The Company shall provide each Shareholder holding more than [Percentage]% of the issued shares with monthly management accounts and audited annual financial statements within [Number] days of the end of the financial year.

2.4 Representations: Each Shareholder represents and warrants to the others that: (a) They have the full power and authority to enter into this Agreement; (b) This Agreement constitutes a legal, valid, and binding obligation; and (c) The execution of this Agreement does not conflict with any other agreement to which they are a party.

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3. DEFAULT, TERMINATION, AND REMEDIES

3.1 Events of Default: A Shareholder shall be in default if they: (a) Commit a material breach of this Agreement and fail to remedy such breach within 30 Business Days of receiving written notice from the non-breaching party; (b) Become insolvent, bankrupt, or have a liquidator or receiver appointed.

3.2 Remedies: Upon the occurrence of an Event of Default, the non-defaulting Shareholders may, in addition to any other rights at law: (a) Exercise a compulsory call option to purchase the Defaulting Shareholder’s shares at [Fair Market Value or Discounted Price]; (b) Seek specific performance or injunctive relief in a court of competent jurisdiction.

3.3 Termination: This Agreement shall terminate automatically upon the dissolution of the Company or upon the written agreement of all Shareholders.

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4. BOILERPLATE LEGAL PROVISIONS

4.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

4.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions or understandings.

4.3 Force Majeure: No party shall be liable for any failure to perform its obligations where such failure results from any cause beyond the reasonable control of that party.

4.4 Governing Law: This Agreement is governed by the laws of New Zealand.

4.5 Dispute Resolution: In the event of a dispute, the parties shall first attempt to resolve the matter through good faith negotiation. If unresolved within [Number] Business Days, the dispute shall be submitted to binding arbitration in accordance with the Arbitration Act 1996 (NZ) in [City], New Zealand.

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5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

For and on behalf of [Company Name]:

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Name: [Signatory Name] Title: [Director/Authorised Signatory] Date: [Date]

For and on behalf of [Shareholder Name]:

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Name: [Signatory Name] Title: [Title/Capacity] Date: [Date]

(Repeat signature block for each additional Shareholder)