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1. Parties: Identification of all parties to the agreement, including the company and member(s)
2. Background: Context of the agreement, including company structure and purpose of the membership interest
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Membership Interest Details: Specific details of the membership interest being issued or transferred
5. Consideration: Details of payment or other consideration for the membership interest
6. Rights and Obligations: Core rights and obligations attached to the membership interest
7. Transfer Restrictions: Limitations and conditions on transferring the membership interest
8. Management and Voting Rights: Details of voting rights and participation in management decisions
9. Financial Rights: Distribution rights, profit sharing, and other financial entitlements
10. Representations and Warranties: Standard representations and warranties from all parties
11. Confidentiality: Obligations regarding confidential information
12. Dispute Resolution: Process for resolving disputes between parties
13. Termination: Circumstances and process for terminating the agreement
14. General Provisions: Standard boilerplate clauses including notices, governing law, and amendments
1. Tag-Along Rights: Optional section for minority member protection, allowing them to join in sales by majority members
2. Drag-Along Rights: Optional section allowing majority members to force minority members to join in a sale
3. Pre-emptive Rights: Optional section giving existing members first right to purchase other members' interests
4. Put and Call Options: Optional section detailing rights to force purchase or sale of membership interests
5. Non-Competition: Optional restrictions on competitive activities by members
6. Capital Contributions: Optional section detailing any required additional capital contributions
7. Tax Provisions: Optional detailed tax treatment and allocations if relevant
8. Exit Mechanisms: Optional detailed procedures for member exit or company sale
9. Intellectual Property Rights: Optional section if IP rights are relevant to the membership interest
1. Schedule 1 - Company Details: Details of the company structure, registration, and current members
2. Schedule 2 - Membership Interest Specifications: Detailed description of the membership interest including class rights and restrictions
3. Schedule 3 - Calculation of Consideration: Detailed methodology for calculating purchase price or consideration
4. Schedule 4 - Transfer Notice: Pro-forma transfer notice for membership interests
5. Schedule 5 - Deed of Accession: Pro-forma deed for new members joining the agreement
6. Appendix A - Corporate Organization Chart: Visual representation of corporate structure and ownership
7. Appendix B - Valuation Methodology: Agreed method for valuing membership interests
8. Appendix C - Required Regulatory Approvals: List of required regulatory approvals for transfers
Applicable Law
Board
Business
Business Day
Capital Contribution
Company
Completion
Completion Date
Confidential Information
Constitution
Default Event
Directors
Dollars
Effective Date
Encumbrance
Fair Market Value
Financial Year
GAAP
Governmental Authority
GST
Insolvency Event
Interest Rate
Material Adverse Change
Member
Membership Interest
New Member
Notice
Ordinary Resolution
Original Member
Parties
Permitted Transfer
Person
Purchase Price
Related Body Corporate
Related Party
Representative
Security Interest
Share
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Tax
Third Party
Transfer
Transfer Notice
Transferee
Transferor
Valuation Date
Voting Rights
Definitions
Grant of Membership Interest
Consideration
Completion
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Membership Rights
Voting Rights
Distribution Rights
Capital Contributions
Management Rights
Board Representation
Information Rights
Financial Reporting
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Default
Termination
Put and Call Options
Valuation
Dispute Resolution
Governing Law
Notices
Amendment
Assignment
Severability
Entire Agreement
Force Majeure
GST
Costs and Expenses
Further Assurance
Power of Attorney
Accession Deed
Authority
Good Faith
Financial Services
Professional Services
Technology
Real Estate
Manufacturing
Healthcare
Retail
Mining and Resources
Agriculture
Construction
Private Equity
Venture Capital
Family Business
Hospitality
Education
Legal
Corporate Secretariat
Finance
Compliance
Corporate Advisory
Investment
Executive Leadership
Board of Directors
Mergers and Acquisitions
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Business Development Manager
Investment Manager
Corporate Advisory Manager
Compliance Officer
Finance Director
Partner (Professional Services)
Board Director
Shareholders Relations Manager
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