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Shareholder Exit Agreement
"I need a Shareholder Exit Agreement under Hong Kong law for a tech startup where a minority shareholder (holding 15% shares) will exit by March 2025, with the purchase price to be paid in quarterly installments over 18 months."
1. Parties: Identification of the exiting shareholder(s), remaining shareholders, and the company
2. Background: Context of the agreement, including current shareholding structure and reason for exit
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Transfer Terms: Core terms of the share transfer, including number of shares, price, and payment mechanism
5. Valuation Method: Agreed method for determining the value of the shares
6. Payment Terms: Structure and timing of payments for the shares
7. Completion Requirements: Actions required to complete the transfer of shares
8. Representations and Warranties: Standard warranties from both the exiting shareholder and the company
9. Confidentiality: Obligations regarding confidential information
10. Non-Compete and Non-Solicitation: Restrictions on the exiting shareholder's future activities
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the exit payment is contingent on future performance
2. Continuing Director Provisions: Required when the exiting shareholder is also a director and will continue or cease their directorship
3. Intellectual Property Rights: Needed when the exiting shareholder has been involved in IP development
4. Outstanding Loans: Required when there are shareholder loans to be addressed
5. Employee Matters: Necessary when the exiting shareholder is also an employee
6. Dispute Resolution: Alternative dispute resolution mechanisms if preferred over court proceedings
7. Tag-Along Rights: Required when remaining shareholders are given the right to join the exit
8. Drag-Along Rights: Used when majority shareholders can force minorities to join the exit
1. Share Certificate Details: Details of the share certificates being transferred
2. Valuation Report: Independent valuation report if applicable
3. Payment Schedule: Detailed schedule of payment installments if applicable
4. Company Information: Key company details including assets, liabilities, and financial statements
5. Required Consents: List of third-party consents required for the transfer
6. Completion Checklist: List of actions required for completion
7. Outstanding Obligations: List of any continuing obligations or liabilities
8. Share Transfer Forms: Pro-forma share transfer documentation
Authors
Technology
Financial Services
Professional Services
Manufacturing
Retail
Real Estate
Healthcare
Education
Media and Entertainment
Construction
Hospitality
Import/Export
Consulting
E-commerce
Logistics
Legal
Finance
Corporate Secretarial
Compliance
Board of Directors
Executive Management
Corporate Governance
Risk Management
Shareholder Relations
Investment
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Managing Director
Board Director
Compliance Officer
Investment Manager
Corporate Governance Officer
Shareholder Relations Manager
Business Development Director
Risk Manager
Company Director
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