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Shareholder Termination Agreement
"I need a Shareholder Termination Agreement for a tech startup where the departing minority shareholder (15% ownership) is also our Chief Technology Officer, with specific provisions for IP rights retention and a 12-month non-compete clause, with share transfer to be completed by March 2025."
1. Parties: Identification of all parties to the agreement, including the departing shareholder, remaining shareholders, and the company
2. Background: Context of the shareholding and reasons for termination
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Termination of Shareholding: Core provisions regarding the cessation of the shareholder's rights and interests
5. Share Valuation: Agreed method and process for valuing the shares being transferred
6. Purchase Price and Payment Terms: Details of the consideration and how/when it will be paid
7. Completion Requirements: Actions required to complete the transfer of shares and timing
8. Warranties and Representations: Standard warranties from all parties regarding capacity, ownership, and authority
9. Confidentiality: Ongoing obligations regarding company confidential information
10. Release and Indemnity: Mutual releases and indemnities between parties
11. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
12. Execution: Formal execution blocks for all parties
1. Resignation from Offices: Required when the departing shareholder holds director or other officer positions
2. Employee Termination: Needed when the shareholder is also an employee of the company
3. Intellectual Property Rights: Important when the departing shareholder has been involved in IP creation
4. Non-Compete and Non-Solicitation: Included when restraint of trade provisions are required
5. Outstanding Loans and Debts: Necessary when there are financial obligations between the parties
6. Continuing Obligations: Required when certain obligations need to survive termination
7. Tax Arrangements: Included when specific tax considerations need to be addressed
8. Dispute Resolution: Optional detailed dispute resolution procedures
1. Share Certificate Details: Details of share certificates being transferred
2. Valuation Report: Independent valuation of shares (if applicable)
3. Payment Schedule: Detailed schedule of payment installments if not paid in full
4. Company Assets Register: List of company assets the shareholder must return
5. Outstanding Loans Schedule: Details of any loans or financial obligations
6. Resignation Letters: Pro-forma resignation letters from relevant positions
7. Share Transfer Forms: Required statutory forms for share transfer
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Corporate Governance
Finance
Executive Leadership
Board of Directors
Compliance
Company Secretariat
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Chief Executive Officer
Company Director
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Finance Director
Compliance Officer
Corporate Governance Manager
Business Owner
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