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Memorandum Of Understanding Shareholders Agreement
"Need a Memorandum Of Understanding Shareholders Agreement for our tech startup with three founding shareholders and two potential investors, focusing particularly on pre-emption rights and anti-dilution protection as we're planning a Series A funding round in March 2025."
1. Parties: Identification and details of all shareholders and the company
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Shareholding Structure: Current and proposed share ownership details
5. Board Composition: Structure and appointment of board members
6. Shareholder Rights: Voting rights, dividend rights, and other entitlements
7. Transfer Restrictions: Rules regarding share transfers and right of first refusal
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their stakes
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of the company
3. Anti-dilution Provisions: Protections for existing shareholders against ownership dilution in future funding rounds
4. Reserved Matters: List of decisions requiring special majority or unanimous shareholder consent
1. Schedule 1 - Current Shareholding Schedule: Detailed breakdown of current share ownership and shareholder information
2. Schedule 2 - Board Resolution Templates: Standard formats for board decisions and resolutions
3. Schedule 3 - Share Transfer Forms: Templates and procedures for share transfer documentation
4. Schedule 4 - Deed of Adherence: Template agreement for new shareholders joining the shareholders agreement
5. Schedule 5 - Company Information: Key company details including registration information, registered office, and business activities
Authors
Articles of Association
Board
Business
Business Day
Company
Completion
Confidential Information
Directors
Encumbrance
Existing Shareholders
Fair Market Value
Financial Year
Group
Holding Company
Intellectual Property Rights
Law
Material Adverse Change
Memorandum of Understanding
New Shareholders
Ordinary Shares
Parties
Permitted Transferee
Reserved Matters
Share Capital
Shareholder
Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Voting Rights
Purpose and Scope
Share Capital Structure
Board Composition
Shareholder Rights and Obligations
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Reserved Matters
Dividend Policy
Management of the Company
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Deadlock Resolution
Exit Provisions
Default Events
Valuation Mechanism
Anti-Dilution Protection
Future Funding
Representations and Warranties
Dispute Resolution
Governing Law
Assignment
Notices
Term and Termination
Entire Agreement
Severability
Costs
Third Party Rights
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