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Company Ownership Agreement
1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, company history, and purpose of the arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Company Structure and Ownership: Details of company shares, ownership percentages, and share classes
5. Rights and Obligations of Owners: Fundamental rights and responsibilities of shareholders
6. Transfer of Shares: Rules and procedures for transferring ownership, including right of first refusal
7. Corporate Governance: Management structure, board composition, and decision-making processes
8. Shareholders' Meetings: Procedures for conducting shareholders' meetings and voting rights
9. Financial Matters: Dividend policy, capital contributions, and financial reporting requirements
10. Confidentiality: Obligations regarding company and shareholder information
11. Dispute Resolution: Procedures for resolving conflicts between shareholders
12. Term and Termination: Duration of the agreement and conditions for termination
13. Governing Law: Specification of Danish law as governing law and jurisdiction
14. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional section for minority shareholder protection, allowing them to join in sale of majority shares
2. Drag-Along Rights: Optional section enabling majority shareholders to force minority shareholders to join in a sale
3. Anti-Dilution Provisions: Protection against ownership dilution in case of new share issuance
4. Intellectual Property Rights: Relevant for companies with significant IP assets
5. Employment Obligations: For agreements where shareholders are also employees
6. Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
7. Exit Strategy: Detailed procedures for company sale or IPO
8. Deadlock Resolution: Specific procedures for resolving management deadlocks
9. Preemptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issues
1. Schedule 1: Share Capital and Ownership Structure: Detailed breakdown of share ownership, share classes, and voting rights
2. Schedule 2: Initial Business Plan: Company's current business plan and strategic objectives
3. Schedule 3: Deed of Adherence: Template for new shareholders joining the agreement
4. Schedule 4: Valuation Methods: Agreed methods for company and share valuation
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous approval
6. Schedule 6: Company's Articles of Association: Current articles of association
7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decision-making
8. Schedule 8: Dividend Policy: Detailed policy for dividend calculations and distributions
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