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Termination Of Shareholders Agreement Template for New Zealand

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Key Requirements PROMPT example:

Termination Of Shareholders Agreement

"I need a Termination of Shareholders Agreement for our NZ-based tech startup where two founding shareholders are amicably exiting the company by March 2025, including provisions for the transfer of their intellectual property rights to the company."

Document background
The Termination of Shareholders Agreement is a crucial document used when shareholders mutually agree to end their existing shareholders agreement or when circumstances necessitate its termination. This document is particularly relevant in New Zealand business contexts where companies need to formally document the dissolution of shareholder relationships in compliance with the Companies Act 1993 and other relevant legislation. It addresses key aspects such as the release of obligations, settlement of outstanding matters, transfer of shares (if applicable), and any surviving provisions. The document is essential for protecting all parties' interests and providing legal certainty when transitioning out of existing shareholder arrangements, whether due to business restructuring, share transfers, company dissolution, or other significant changes in shareholder relationships.
Suggested Sections

1. Parties: Identification of all shareholders and the company involved in the termination agreement

2. Background: Details of the original Shareholders Agreement, including date of execution and key terms

3. Definitions: Definitions of key terms used in the termination agreement

4. Termination: Express agreement to terminate the Shareholders Agreement and the effective date of termination

5. Mutual Release: Release of all parties from their obligations under the original agreement

6. Settlement of Outstanding Obligations: Address any outstanding financial or operational obligations between the parties

7. Return of Company Property: Requirements for return of any company property, documents, or confidential information

8. Governing Law: Confirmation that the termination agreement is governed by New Zealand law

9. Execution: Signature blocks for all parties

Optional Sections

1. Share Transfer Provisions: Include when the termination involves transfer of shares between parties or to third parties

2. Surviving Provisions: Specify any provisions from the original agreement that will survive termination

3. Non-Compete and Non-Solicitation: Include when parties wish to maintain restrictions on competition post-termination

4. Tax Implications: Include when there are significant tax consequences to address

5. Dispute Resolution: Include when parties want to specify mechanism for resolving any future disputes

6. Confidentiality: Include when parties wish to maintain confidentiality obligations post-termination

7. Public Announcements: Include for publicly listed companies or when public disclosure needs to be managed

Suggested Schedules

1. Schedule 1 - Original Shareholders Agreement: Copy or key details of the agreement being terminated

2. Schedule 2 - Share Ownership Details: Current shareholding structure and any changes upon termination

3. Schedule 3 - Settlement Statement: Details of any financial settlements between parties

4. Schedule 4 - Company Property Register: List of company property to be returned or transferred

5. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the termination

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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