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1. Parties: Identification of the holding company and its shareholders
2. Background: Context and purpose of the operating agreement
3. Definitions: Key terms used throughout the agreement
4. Company Structure: Details of share capital, shareholdings, and group structure
5. Management Provisions: Board composition and decision-making processes
6. Financial Matters: Financial management, reporting, and dividend policies
7. Transfer of Shares: Rules governing share transfers and ownership changes
1. Subsidiary Management: Provisions for managing subsidiary companies when the holding company has multiple subsidiaries
2. International Operations: Provisions for cross-border operations when operating internationally
3. Regulatory Compliance: Specific regulatory requirements when operating in regulated industries
1. Schedule 1: Group Structure Chart: Diagram showing corporate structure and relationships
2. Schedule 2: Shareholder Details: List of shareholders and their holdings
3. Schedule 3: Reserved Matters: Decisions requiring special approval
4. Schedule 4: Subsidiary Companies: Details of all subsidiary companies
5. Appendix A: Board Procedures: Detailed procedures for board meetings and decisions
Annual Budget
Articles of Association
Board
Business Day
Business Plan
Chair
Companies Act
Company
Confidential Information
Directors
Effective Date
Financial Year
Group
Group Company
Holding Company
Independent Director
Initial Business Plan
Law
Management
Material Contract
Member
Operating Subsidiary
Ordinary Shares
Parent Company
Parties
Person
Qualifying Subsidiary
Reserved Matters
Shareholders
Shareholders' Agreement
Shares
Subsidiary
Subsidiary Directors
Tax
Territory
Transfer
Unanimous Resolution
Voting Rights
Working Capital
Business of the Company
Share Capital and Shareholdings
Group Structure
Management and Control
Board Composition
Directors' Duties
Shareholder Meetings
Reserved Matters
Financial Matters
Dividend Policy
Budgets and Business Plans
Transfer of Shares
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Subsidiary Management
Group Policies
Reporting Requirements
Confidentiality
Intellectual Property
Non-Competition
Related Party Transactions
Compliance and Regulatory
Information Rights
Exit Provisions
Deadlock Resolution
Default
Termination
Winding Up
Notices
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Amendments
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