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1. Parties: Identification of the company and its shareholders/members
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the document
4. Company Name and Registered Office: Official details of the company
5. Share Capital: Structure and classes of shares
6. Directors and Management: Appointment, removal, and powers of directors
7. Shareholders' Rights and Obligations: Voting rights and responsibilities
8. General Meetings: Procedures for company meetings
1. Share Transfer Restrictions: Rules governing the transfer of shares between existing shareholders and to third parties
2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of shares
4. Dividend Policy: Specific arrangements for the distribution of profits and declaration of dividends
1. Share Capital Structure: Detailed breakdown of share classes and associated rights
2. Reserved Matters: List of decisions requiring special majority or unanimous approval
3. Initial Directors: List of first appointed directors and their details
4. Deed of Adherence: Template document for new shareholders joining the company
Articles
Board
Business Day
Chair
Company
Director
Effective Date
Electronic Form
Financial Year
General Meeting
Group
Holding Company
Member
Ordinary Resolution
Ordinary Shares
Persons
Register of Members
Registered Office
Resolution
Secretary
Share
Shareholder
Special Resolution
Subsidiary
Transfer
Transmittee
United Kingdom
Working Hours
Writing
Board Reserved Matter
Business Plan
Confidential Information
Encumbrance
Fair Value
Good Leaver
Bad Leaver
Material Breach
Permitted Transfer
Related Party Transaction
Reserved Matter
Share Capital
Issue of Shares
Transfer of Shares
Transmission of Shares
Share Certificates
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies and Corporate Representatives
Directors' Powers and Responsibilities
Decision-Making by Directors
Appointment and Removal of Directors
Directors' Remuneration
Conflicts of Interest
Records of Decisions
Company Secretary
Dividends and Other Distributions
Capitalization of Profits
Administrative Arrangements
Communications
Company Seals
Indemnity and Insurance
Dispute Resolution
Confidentiality
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Reserved Matters
Board Composition
Information Rights
Non-competition
Non-solicitation
Good/Bad Leaver Provisions
Deadlock Resolution
Amendment Procedures
Termination
Governing Law and Jurisdiction
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