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Memorandum Of Understanding Shareholders Agreement
"I need a Memorandum of Understanding Shareholders Agreement for my German technology startup, as we're planning to bring in three new venture capital investors by March 2025, with specific provisions for anti-dilution protection and future funding rounds."
1. Parties: Identification of all shareholders and the company, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including company history, purpose of the MoU, and current shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Purpose and Scope: Detailed objectives of the MoU and its intended legal effect
5. Shareholding Structure: Current and proposed shareholding structure, including share classes and rights
6. Corporate Governance: Management structure, board composition, and decision-making processes
7. Shareholders' Rights and Obligations: Core rights and duties of shareholders, including voting rights and capital contribution obligations
8. Share Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights
9. General Meeting Procedures: Rules for conducting shareholder meetings and voting procedures
10. Confidentiality: Obligations regarding confidential information and company secrets
11. Term and Termination: Duration of the MoU and circumstances for termination
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
13. Notices: Process for formal communications between parties
14. General Provisions: Miscellaneous legal provisions including severability and entire agreement clauses
1. Dividend Policy: Include when specific dividend distribution arrangements need to be agreed upon
2. Tag-Along and Drag-Along Rights: Include for provisions regarding forced sale or right to join in sale of shares
3. Anti-Dilution Protection: Include when protecting against future share issuances that might dilute existing shareholdings
4. Deadlock Resolution: Include when equal shareholding exists or specific deadlock concerns need addressing
5. Non-Compete and Non-Solicitation: Include when restrictions on shareholders' competitive activities are required
6. Information Rights: Include when specific arrangements for information sharing beyond statutory requirements are needed
7. Future Funding Commitments: Include when shareholders agree to specific future capital contribution obligations
8. Exit Strategy: Include when parties want to agree on future exit possibilities or IPO plans
9. Intellectual Property Rights: Include when IP ownership or licensing between shareholders and company needs clarification
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current share ownership and share classes
2. Schedule 2 - Articles of Association: Copy or relevant excerpts of the company's articles of association
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
4. Schedule 4 - Business Plan: Initial or current business plan of the company
5. Schedule 5 - Deed of Adherence: Template for new shareholders to agree to the terms of the MoU
6. Schedule 6 - Corporate Structure Chart: Diagram showing corporate structure and relationships
7. Schedule 7 - Shareholder Details: Complete shareholder contact information and notice details
8. Schedule 8 - Key Performance Indicators: Agreed metrics for monitoring company performance
Authors
Articles of Association (Satzung/Gesellschaftsvertrag)
Board of Directors (Vorstand/Geschäftsführung)
Business Day
Business Plan
Company (Gesellschaft)
Completion Date
Confidential Information
Deed of Adherence
Effective Date
Encumbrance
Fair Market Value
Financial Year
General Meeting (Hauptversammlung/Gesellschafterversammlung)
Group
Initial Business Plan
Intellectual Property Rights
Management Board
Material Adverse Change
Members' Resolution
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Rights
Preferred Shares
Purchase Price
Qualified Majority
Reserved Matters
Share Capital (Grundkapital/Stammkapital)
Share Transfer
Shareholder
Shareholders' Meeting
Shares
Subsidiary (Tochtergesellschaft)
Supervisory Board (Aufsichtsrat)
Tag-Along Right
Drag-Along Right
Transfer
Voting Rights
Purpose and Scope
Share Capital and Shareholding
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Board Composition
Management Rights
Shareholder Meetings
Voting Rights
Reserved Matters
Information Rights
Dividend Policy
Future Financing
Anti-dilution Protection
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Deadlock Resolution
Default
Termination
Exit Provisions
Representations and Warranties
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Amendment
Waiver
Technology and Software
Manufacturing
Financial Services
Real Estate
Healthcare
Retail and Consumer Goods
Professional Services
Energy and Utilities
Media and Entertainment
Transportation and Logistics
Agriculture and Food Production
Construction and Infrastructure
Biotechnology
Environmental Services
Education and Training
Legal
Corporate Governance
Executive Leadership
Board Secretariat
Compliance
Corporate Development
Investor Relations
Risk Management
Strategy
Finance
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Board Member
Managing Director
Shareholder Relations Manager
Investment Director
Corporate Governance Officer
Legal Counsel
Business Development Director
Strategy Director
Company Secretary
Compliance Officer
Risk Manager
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