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Mou For Shareholders Agreement
"I need a MOU for Shareholders Agreement for my Hong Kong tech startup, as we're planning to bring in three venture capital investors by March 2025, with a planned investment of HKD 50 million and specific provisions for board seats and veto rights."
1. Parties: Identification of all shareholders and the company, including their full legal names and registered addresses
2. Background: Context of the proposed shareholders agreement, including brief company history and purpose of the MOU
3. Definitions: Key terms used throughout the document and their specific meanings
4. Purpose and Scope: Clear statement of the MOU's purpose and intended scope of the future shareholders agreement
5. Proposed Shareholding Structure: Outline of the proposed distribution of shares and classes of shares
6. Management and Control: Basic principles for company management, board composition, and voting rights
7. Key Terms for Future Agreement: Main points to be included in the final shareholders agreement
8. Timeline: Proposed timeline for negotiating and executing the final shareholders agreement
9. Confidentiality: Obligations regarding confidential information shared during negotiations
10. Non-Binding Nature: Clear statement that the MOU is non-binding except for specific clauses like confidentiality
11. Governing Law: Specification that Hong Kong law governs the MOU
1. Exclusivity Period: Period during which parties agree not to negotiate with other potential shareholders
2. Dispute Resolution: Preferred method for resolving disputes during the negotiation period
3. Cost Sharing: Agreement on how costs related to preparing the final shareholders agreement will be shared
4. Due Diligence: Framework for conducting due diligence before finalizing the shareholders agreement
5. Break Fee: Compensation payable if either party withdraws from negotiations without reasonable cause
6. Regulatory Approvals: Required regulatory approvals and process for obtaining them
7. Intellectual Property Rights: Preliminary agreement on IP ownership and licensing between shareholders
1. Schedule 1 - Company Information: Details of the company including registration number, registered office, and current directors
2. Schedule 2 - Proposed Shareholding Structure: Detailed breakdown of proposed share allocation, including share classes and rights
3. Schedule 3 - Key Commercial Terms: Detailed commercial terms to be included in the final shareholders agreement
4. Schedule 4 - Timeline and Milestones: Detailed timeline for negotiation, due diligence, and completion of the shareholders agreement
5. Appendix A - Draft Term Sheet: Preliminary term sheet outlining key points for the final shareholders agreement
6. Appendix B - Required Regulatory Approvals: List of regulatory approvals needed and associated requirements
Authors
Board
Business
Business Day
Companies Ordinance
Company
Completion
Completion Date
Confidential Information
Directors
Encumbrance
Exercise Notice
Financial Year
Group
Hong Kong
Independent Director
Intellectual Property Rights
Material Adverse Change
MOU
Ordinary Shares
Parties
Preferred Shares
Proposed Transaction
Related Companies
Relevant Securities
Reserved Matters
Securities
Share Capital
Shareholder
Shareholders Agreement
Shares
Subsidiary
Tag-Along Rights
Territory
Transfer
Drag-Along Rights
Voting Rights
Working Day
Definitions and Interpretation
Purpose and Scope
Non-Binding Effect
Confidentiality
Share Structure
Management and Control
Board Composition
Voting Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Dispute Resolution
Costs and Expenses
Exclusivity
Due Diligence
Timeline and Milestones
Regulatory Compliance
Termination
Governing Law
Notices
Further Assurance
Technology
Manufacturing
Financial Services
Real Estate
Retail
Healthcare
Professional Services
Media and Entertainment
Energy
Infrastructure
E-commerce
Education
Hospitality
Telecommunications
Transportation and Logistics
Legal
Corporate Secretariat
Finance
Executive Leadership
Corporate Development
Investment
Compliance
Risk Management
Strategy
Business Development
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Director
Managing Director
Board Director
Shareholder Relations Manager
Corporate Governance Officer
Investment Manager
Business Development Director
Compliance Officer
Risk Manager
Strategy Director
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