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Amended And Restated Operating Agreement
"Need an Amended and Restated Operating Agreement for our Dutch tech startup to accommodate three new international investors joining in March 2025, with specific provisions for preference shares and updated voting rights."
1. Parties: Identification of all parties to the agreement, including the company and all members/shareholders
2. Background: Context of the original agreement and reason for amendment and restatement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including how this agreement relates to the original
4. Company Formation and Purpose: Basic information about the company, its purpose, and continuation of business
5. Capital Contributions and Shares: Structure of capital, contributions made, and ownership allocation
6. Management Structure: Governance structure, management roles, and decision-making processes
7. Members' Rights and Obligations: Rights, duties, and responsibilities of members/shareholders
8. Meetings and Voting: Procedures for member and management meetings, voting rights and requirements
9. Financial Affairs: Financial management, distributions, accounting practices, and fiscal year
10. Transfer of Interests: Rules regarding transfer of shares/interests, including restrictions and procedures
11. Exit Provisions: Procedures for member withdrawal, expulsion, and company dissolution
12. Amendment Procedures: Process for future amendments to this agreement
13. General Provisions: Standard clauses including notices, governing law, dispute resolution
1. Intellectual Property Rights: Required when the company has significant IP assets or specific IP arrangements between members
2. Non-Competition and Confidentiality: Include when specific restrictions on member activities are needed
3. Tag-Along and Drag-Along Rights: Include for companies with potential exit or sale scenarios
4. Employee Participation Plan: Required when the company has or plans to implement employee ownership schemes
5. International Operations: Include for companies operating across multiple jurisdictions
6. Special Purpose Vehicle Provisions: Include when the company is established as an SPV for specific projects
7. Regulatory Compliance: Required for regulated industries or activities
1. Schedule 1 - Member Register: Current list of members with their respective shareholdings and contributions
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of original and any additional capital contributions
3. Schedule 3 - Amendments Summary: Summary of changes from original agreement to current version
4. Schedule 4 - Management Structure: Detailed organizational chart and management responsibilities
5. Schedule 5 - Reserved Matters: List of decisions requiring special approval or voting thresholds
6. Appendix A - Company Business Plan: Current business plan and strategic objectives
7. Appendix B - Valuation Methodology: Agreed methods for valuing shares/interests in various scenarios
8. Appendix C - Forms and Procedures: Standard forms for transfers, notices, and other routine matters
Authors
Technology
Manufacturing
Professional Services
Real Estate
Financial Services
Healthcare
Retail
Energy
Construction
Transportation and Logistics
Media and Entertainment
Biotechnology
Agriculture
Education
Legal
Executive Leadership
Corporate Governance
Finance
Compliance
Risk Management
Business Development
Corporate Affairs
Investment
Operations
Administration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Board Member
Legal Counsel
Compliance Officer
Chief Operating Officer
Investment Manager
Corporate Governance Officer
Business Development Director
Company Director
Head of Legal
Financial Controller
Risk Manager
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