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Company Ownership Agreement
1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, company history, and purpose of the arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Company Structure and Ownership: Details of company shares, ownership percentages, and share classes
5. Rights and Obligations of Owners: Fundamental rights and responsibilities of shareholders
6. Transfer of Shares: Rules and procedures for transferring ownership, including right of first refusal
7. Corporate Governance: Management structure, board composition, and decision-making processes
8. Shareholders' Meetings: Procedures for conducting shareholders' meetings and voting rights
9. Financial Matters: Dividend policy, capital contributions, and financial reporting requirements
10. Confidentiality: Obligations regarding company and shareholder information
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Term and Termination: Duration of the agreement and conditions for termination
13. Governing Law: Specification of Danish law as governing law and jurisdiction
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional section for minority shareholder protection, allowing them to join in sale of majority shares
2. Drag-Along Rights: Optional section enabling majority shareholders to force minority shareholders to join in a sale
3. Anti-Dilution Provisions: Protection against ownership dilution in case of new share issuance
4. Intellectual Property Rights: Relevant for companies with significant IP assets
5. Employment Obligations: For agreements where shareholders are also employees
6. Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
7. Exit Strategy: Detailed procedures for company sale or IPO
8. Deadlock Resolution: Specific procedures for resolving management deadlocks
9. Preemptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issues
1. Schedule 1: Share Capital and Ownership Structure: Detailed breakdown of share ownership, share classes, and voting rights
2. Schedule 2: Initial Business Plan: Company's current business plan and strategic objectives
3. Schedule 3: Deed of Adherence: Template for new shareholders joining the agreement
4. Schedule 4: Valuation Methods: Agreed methods for company and share valuation
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Schedule 6: Company's Articles of Association: Current articles of association
7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decision-making
8. Schedule 8: Dividend Policy: Detailed policy for dividend calculations and distributions
Authors
Articles of Association
Board
Board Meeting
Business
Business Day
Business Plan
Company
Completion
Completion Date
Confidential Information
Danish Companies Act
Deed of Adherence
Directors
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Fair Market Value
Financial Year
General Meeting
Group
Initial Business Plan
Intellectual Property Rights
Management
Material Breach
Minority Protection Rights
Notice
Ordinary Shares
Parent Company
Parties
Preference Shares
Reserved Matters
Share Capital
Shareholders
Shareholders' Meeting
Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Drag-Along Rights
Valuation
Voting Rights
Working Day
Related Party
Permitted Transfer
Qualified Majority
Exit Event
IPO
Dispute
Dividend
Call Option
Put Option
Transfer Notice
Right of First Refusal
Pre-emptive Rights
Share Certificate
Strategic Decision
Deadlock
Good Leaver
Bad Leaver
Share Capital
Share Transfer
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Voting Rights
Board Composition
Management Rights
Shareholder Meetings
Reserved Matters
Information Rights
Dividend Rights
Exit Rights
Anti-dilution
Non-competition
Confidentiality
Intellectual Property
Dispute Resolution
Deadlock Resolution
Default
Termination
Representations and Warranties
Indemnification
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Compliance
Good Faith
Financial Reporting
Share Valuation
Decision Making
Capital Contributions
Transfer Restrictions
Minority Protection
Related Party Transactions
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