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1. Parties: Identification and details of all members/parties to the agreement
2. Background: Context and purpose of the holding company structure
3. Definitions: Key terms used throughout the agreement
4. Company Formation: Details of company structure and initial organization
5. Members' Rights and Obligations: Core rights and duties of members
6. Management Structure: Governance framework and decision-making processes
7. Capital Contributions: Initial and ongoing capital requirements
8. Profit Distribution: Rules for sharing profits and losses
9. Transfer of Interests: Procedures for transferring ownership interests
1. Tax Matters: Specific tax arrangements and responsibilities when detailed tax planning is required
2. Intellectual Property Rights: IP ownership and licensing arrangements when IP assets are significant
3. International Operations: Rules for international business activities when operating across borders
1. Schedule 1: Initial Members and Capital Contributions: Detailed list of members and their initial investments
2. Schedule 2: Subsidiary Companies: List and details of subsidiary companies
3. Schedule 3: Reserved Matters: Decisions requiring special approval
4. Appendix A: Company Structure Chart: Visual representation of the holding company structure
5. Appendix B: Form of Transfer Notice: Standard form for transferring interests
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