This document is conditions precedent clause, to be inserted into an existing shareholders’ agreement.

It is common to include conditions precedent in shareholders’ agreements. For example, potential shareholders, prior to subscribing for shares in the relevant company, may want to ensure that the company has the appropriate managing director or necessary approvals to conduct the business of the company.

Using this precedent

This clause can be used in a shareholders’ agreement. The provisions relating to reasonable endeavours within this clause can also be used to supplement the conditions precedents clause of the separate precedent “Shareholders’ agreement (short form)”.

When inserting this optional clause into an agreement, care must be taken to ensure that the agreement remains consistent. Cross-references, definitions and schedules should all be checked.

This document has been authored for LexisNexis by Elise Margow, Principal, Legally Speaking.

This document is prepared with the assistance of Specialist Editor Stephen Newman, Executive Counsel, Ponte Earle.