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Shareholders Agreement For Private Limited Company
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company information and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholders: Details of current share capital structure and shareholding distribution
5. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including right of first refusal
6. Corporate Governance: Structure and procedures for company management, board composition, and decision-making
7. General Meetings: Procedures for conducting general meetings and voting rights
8. Reserved Matters: Decisions requiring special majority or unanimous consent
9. Dividend Policy: Framework for distribution of profits and dividend payments
10. Information Rights: Shareholders' rights to company information and financial reports
11. Deadlock Resolution: Procedures for resolving deadlock situations
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale
3. Anti-dilution Protection: Protection against dilution of shareholding in case of new share issues
4. Vesting Provisions: For agreements involving employee shareholders or founders with vesting schedules
5. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
6. Put and Call Options: Rights to force sale or purchase of shares under specific circumstances
7. Shareholders Loans: Terms and conditions for loans between shareholders and the company
8. Intellectual Property Rights: Provisions regarding ownership and use of company IP
9. Exit Strategy: Procedures and rights regarding company sale or IPO
1. Schedule 1 - Details of the Company: Company registration details, address, and current directors
2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and ownership
3. Schedule 3 - Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4 - Deed of Adherence: Template for new shareholders to join the agreement
5. Schedule 5 - Business Plan: Initial business plan and strategy
6. Schedule 6 - Share Valuation Methodology: Agreed method for valuing shares for transfers
7. Schedule 7 - Articles of Association: Copy of the current articles of association
8. Schedule 8 - Board Rules of Procedure: Detailed procedures for board operations and meetings
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