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Equity Split Agreement
"I need an Equity Split Agreement under Dutch law for our tech startup to formalize a new equity distribution between three founders, where the CEO will hold 40%, and the other two founders will each hold 30%, to be implemented by March 2025."
1. Parties: Identification of all parties to the agreement, including current shareholders and the company
2. Background: Context of the agreement, including current shareholding structure and reasons for the equity split
3. Definitions: Definitions of key terms used throughout the agreement
4. Current Shareholding: Detailed description of the existing share capital and shareholding structure
5. Agreed Equity Split: Details of the new equity distribution and how it will be achieved
6. Implementation: Process and steps for implementing the equity split, including share transfers or issuances
7. Representations and Warranties: Standard representations and warranties from all parties regarding their capacity and authority
8. Costs and Taxes: Allocation of costs and tax responsibilities related to the equity split
9. Confidentiality: Provisions regarding confidentiality of the agreement and its terms
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
11. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Conditions Precedent: Required when the equity split is subject to certain conditions being met first
2. Shareholder Rights: Needed when the equity split involves changes to voting rights, dividend rights, or other special rights
3. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales
4. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a future sale
5. Non-Competition and Non-Solicitation: Include when shareholders receiving equity are subject to restrictive covenants
6. Management Provisions: Required when the equity split affects management rights or board composition
7. Exit Rights: Include when parties need specific provisions regarding future exit scenarios
8. Deadlock Resolution: Needed when equal shareholding situations could lead to decision-making deadlocks
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of existing shareholding structure including share classes and numbers
2. Schedule 2 - New Shareholding Structure: Detailed breakdown of the new shareholding structure post-equity split
3. Schedule 3 - Share Transfer Forms: Required forms and documentation for executing the share transfers
4. Schedule 4 - Calculation Method: Detailed methodology for calculating the equity split and any valuations
5. Schedule 5 - Corporate Approvals: Copies of relevant board resolutions and shareholder approvals
6. Schedule 6 - Deed of Adherence: Template for new shareholders to adhere to existing shareholders' agreements
7. Appendix A - Timeline: Detailed timeline for implementing the equity split
8. Appendix B - Tax Structure Paper: Analysis of tax implications and structure of the equity split
Authors
Technology
Financial Services
Professional Services
Manufacturing
Retail
Healthcare
Real Estate
Entertainment
Energy
Telecommunications
Construction
Education
Transportation
Agriculture
Hospitality
Legal
Finance
Corporate Development
Executive Leadership
Human Resources
Tax
Compliance
Corporate Governance
Business Development
Administrative
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Financial Director
Company Secretary
Head of Legal
Managing Director
Board Member
Corporate Governance Officer
Compliance Officer
Investment Manager
Equity Partner
Founder
Co-founder
Legal Counsel
Tax Director
HR Director
Corporate Development Manager
Business Development Director
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