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Unanimous Shareholder Agreement
I need a Unanimous Shareholder Agreement for a Dutch technology startup with five founding shareholders, including provisions for future investment rounds and an employee share scheme planned for March 2025.
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Share Capital and Shareholders: Details of share capital structure and shareholding percentages
5. Management and Control: Board composition, appointment rights, and decision-making processes
6. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights
7. Reserved Matters: Decisions requiring unanimous shareholder approval
8. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
9. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales
10. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks
11. Confidentiality: Obligations regarding company and shareholder information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Term and Termination: Duration of agreement and termination circumstances
14. General Provisions: Standard legal provisions including notices, amendments, governing law
1. Dividend Policy: Specific arrangements for profit distribution, used when shareholders want to establish clear dividend rules
2. Share Valuation: Methods for determining share value, important for private companies without market pricing
3. Intellectual Property Rights: IP ownership and protection provisions, crucial for technology or innovation-focused companies
4. Employee Share Schemes: Provisions for employee share ownership, relevant when company has or plans employee participation
5. Exit Strategy: Procedures for company sale or IPO, important for investment-backed companies
6. Additional Financing: Rules for future funding rounds and capital calls, relevant for growing companies
7. Related Party Transactions: Rules for dealing with related party transactions, important when shareholders have other business interests
8. Compliance with Dutch Corporate Governance Code: Specific provisions for adherence to governance code, relevant for larger companies
1. Share Capital Structure: Detailed breakdown of share classes and ownership
2. Reserved Matters List: Comprehensive list of decisions requiring unanimous approval
3. Board Rules: Detailed procedures for board operations and decision-making
4. Deed of Adherence: Template for new shareholders to join the agreement
5. Company Information: Details of company registration, directors, and corporate structure
6. Shareholder Information: Details of current shareholders and their holdings
7. Share Transfer Procedures: Detailed procedures and forms for share transfers
8. Valuation Methodology: Detailed methods and procedures for share valuation
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Competing Business
Confidential Information
Deed of Adherence
Director
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Fair Market Value
Financial Year
General Meeting
Group
Holding Company
Independent Expert
Management Board
Material Breach
Notice
Ordinary Shares
Parties
Permitted Transfer
Pre-emption Notice
Pre-emption Rights
Qualifying IPO
Related Party Transaction
Reserved Matters
Share Capital
Shareholders
Shareholders' Resolution
Shares
Subsidiary
Supervisory Board
Tag-Along Notice
Tag-Along Right
Territory
Third Party Offer
Transfer
Transferee
Transferor
Unanimous Resolution
Valuation Date
Working Days
Definitions
Share Capital
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Management and Control
Board Composition
Reserved Matters
Shareholder Meetings
Voting Rights
Dividend Policy
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Anti-Dilution
Deadlock Resolution
Default
Termination
Exit Provisions
Share Valuation
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Assignment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Further Assurance
Waiver
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Energy
Media and Entertainment
Consumer Goods
Transportation and Logistics
Agriculture
Construction
Education
Hospitality
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Strategy
Investor Relations
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Managing Director
Board Member
Shareholder
Corporate Lawyer
Investment Director
Company Director
Compliance Officer
Corporate Governance Officer
Business Development Director
Chief Operations Officer
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