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Nominee Shareholder Agreement
1. Parties: Identification of the Beneficial Owner and the Nominee Shareholder, including full legal names, registration numbers, and addresses
2. Background: Context of the nominee arrangement, including details of the company whose shares are subject to the agreement
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Company', 'Beneficial Owner', 'Nominee', 'Voting Rights', etc.
4. Appointment of Nominee: Formal appointment of the nominee and transfer of shares into nominee's name
5. Declaration of Trust: Nominee's acknowledgment of holding shares in trust for the beneficial owner
6. Rights and Obligations of the Nominee: Detailed responsibilities of the nominee, including voting, dividend collection, and record-keeping
7. Rights and Instructions of the Beneficial Owner: Beneficial owner's rights to direct the nominee and receive economic benefits
8. Regulatory Compliance: Obligations regarding beneficial ownership disclosure, anti-money laundering requirements, and other regulatory matters
9. Fees and Expenses: Payment terms for nominee services and allocation of costs
10. Termination: Circumstances and procedures for ending the nominee arrangement
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Share Transfer Restrictions: Additional restrictions on transfer of shares beyond those in the company's articles, used when specific transfer limitations are needed
2. Corporate Actions: Procedures for handling rights issues, share splits, or other corporate actions, included for listed companies or where corporate actions are likely
3. Confidentiality: Specific confidentiality provisions, used when standard confidentiality terms need enhancement
4. Power of Attorney: Specific powers granted to the nominee, included when broader authority is required
5. Tax Matters: Specific tax handling procedures, included when complex tax situations exist
6. Multiple Beneficial Owners: Additional provisions for multiple beneficial owners, used when shares are held for more than one beneficial owner
7. Electronic Communications: Provisions for electronic voting and communications, important for listed companies
1. Schedule 1 - Share Details: Details of shares subject to the nominee arrangement, including share numbers, classes, and nominal values
2. Schedule 2 - Fee Schedule: Detailed breakdown of nominee fees and payment terms
3. Schedule 3 - Voting Instructions Protocol: Procedures for providing and acting on voting instructions
4. Schedule 4 - Required Notices and Filings: List of regulatory notifications and filings required under Danish law
5. Schedule 5 - Form of Power of Attorney: Standard form of power of attorney for nominee actions
6. Appendix A - Company Information: Details of the company whose shares are subject to the agreement
7. Appendix B - Beneficial Owner Due Diligence: Required beneficial owner information and documentation for regulatory compliance
Authors
Applicable Law
Articles of Association
Beneficial Owner
Board
Business Day
Company
Confidential Information
Corporate Action
Danish Companies Act
Dividend
Effective Date
Encumbrance
Financial Year
General Meeting
Nominee
Nominee Services
Notice
Parties
Power of Attorney
Register of Shareholders
Registration Date
Regulatory Authority
Related Party
Relevant Interest
Share Certificate
Shareholders
Shares
Termination Date
Transfer
Trust
Voting Instructions
Voting Rights
Declaration of Trust
Share Transfer
Voting Rights
Dividends and Distributions
Corporate Actions
Regulatory Compliance
Anti-Money Laundering
Record Keeping
Reporting Obligations
Instructions
Powers of Attorney
Fees and Expenses
Representations and Warranties
Confidentiality
Liability and Indemnification
Force Majeure
Term and Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
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