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Memorandum Of Understanding Shareholders Agreement
"I need a Memorandum of Understanding Shareholders Agreement under Belgian law for a tech startup with three founding shareholders and an incoming venture capital investor, focusing on protecting intellectual property rights and including provisions for future funding rounds expected in March 2025."
1. Parties: Identification of all shareholders and the company, including registration details and addresses
2. Background: Context of the MOU, including company history, current situation, and purpose of the understanding
3. Definitions: Key terms used throughout the document
4. Purpose and Scope: Clear statement of the MOU's objectives and extent of the understanding
5. Share Capital Structure: Current and proposed shareholding structure, classes of shares
6. Management and Control: Basic principles of company management and decision-making processes
7. Transfer of Shares: General principles regarding share transfers, pre-emption rights, and restrictions
8. Shareholder Rights and Obligations: Basic understanding of shareholders' rights, voting arrangements, and obligations
9. Confidentiality: Agreement on handling confidential information
10. Duration and Termination: Term of the MOU and circumstances for termination
11. Nature of Understanding: Clear statement on which provisions are binding and non-binding
12. Governing Law: Specification of Belgian law as governing law and jurisdiction
1. Dividend Policy: Include when shareholders want to establish preliminary understanding on profit distribution
2. Anti-dilution Protection: Include when there are plans for future capital raises
3. Tag-Along and Drag-Along Rights: Include when considering future exit possibilities
4. Dispute Resolution: Include when parties want to specify mediation or arbitration processes
5. Non-Compete and Non-Solicitation: Include when shareholders are active in similar businesses
6. Future Financing: Include when additional capital requirements are anticipated
7. Intellectual Property Rights: Include when IP is a significant aspect of the business
8. Related Party Transactions: Include when shareholders have business relationships with the company
1. Current Shareholding Structure: Detailed breakdown of current share ownership and share classes
2. List of Reserved Matters: Matters requiring special majority or unanimous shareholder approval
3. Company Information: Key company details, registration numbers, and corporate structure
4. Proposed Board Structure: Overview of proposed board composition and governance structure
5. Key Business Terms: Summary of main commercial terms agreed between shareholders
6. Timeline: Proposed timeline for converting the MOU into a full Shareholders' Agreement
Authors
Articles of Association
Board
Business Day
BCCA
Company
Confidential Information
Deed of Adherence
Director
Effective Date
Encumbrance
Exercise Notice
Fair Market Value
Financial Year
General Meeting
Group
Holding Company
Independent Director
Initial Shareholders
Material Breach
MOU
New Shareholders
Ordinary Shares
Parties
Permitted Transfer
Preference Shares
Pre-emption Rights
Qualifying Holder
Related Party
Reserved Matters
Share Capital
Shareholder
Share Transfer
Subsidiary
Tag-Along Right
Drag-Along Right
Transfer Notice
Valuation
Voting Rights
Working Day
Definitions and Interpretation
Purpose and Scope
Share Capital Structure
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution Protection
Future Financing
Exit Provisions
Deadlock Resolution
Dispute Resolution
Term and Termination
Governing Law
Binding Effect
Assignment
Notices
Entire Agreement
Severability
Costs and Expenses
Technology
Manufacturing
Professional Services
Financial Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Media and Entertainment
Life Sciences
Clean Technology
E-commerce
Software
Consulting
Industrial
Consumer Goods
Agriculture
Transportation
Construction
Legal
Corporate Governance
Executive Leadership
Board of Directors
Investment
Compliance
Corporate Secretary Office
Business Development
Strategy
Finance
Risk Management
Mergers & Acquisitions
Shareholder Relations
Corporate Affairs
General Counsel Office
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Investment Manager
Legal Counsel
Corporate Lawyer
Business Development Director
Merger & Acquisition Manager
Company Director
Shareholder Relations Manager
Investment Director
Corporate Governance Officer
Compliance Officer
Strategy Director
Private Equity Manager
Venture Capital Manager
Risk Manager
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