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Shareholder Termination Agreement
"I need a Shareholder Termination Agreement for our retiring CEO who holds 25% of company shares, with payment to be structured in installments over 18 months starting March 2025, including standard non-compete provisions and board resignation terms under Ontario law."
1. Parties: Identification of all parties to the agreement including the departing shareholder, company, and remaining shareholders
2. Background: Context of the shareholding and reasons for termination
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Ownership: Details of shares owned by the departing shareholder
5. Purchase Price: Agreed value of shares and calculation method
6. Payment Terms: Structure and timing of payment for shares
7. Closing Conditions: Conditions that must be met before the termination becomes effective
8. Representations and Warranties: Statements of fact by all parties regarding their capacity, authority, and share ownership
9. Release of Claims: Mutual release of claims between parties
10. Confidentiality: Ongoing obligations regarding confidential information
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
13. Execution: Signature blocks and execution requirements
1. Employment Termination: Required if the shareholder is also an employee, covering termination of employment relationship
2. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and client/employee solicitation
3. Board Resignation: Required if shareholder holds director or officer positions
4. Intellectual Property Rights: Required if shareholder has created or owns IP relevant to the company
5. Ongoing Obligations: Any continuing duties or responsibilities after termination
6. Return of Company Property: List of items to be returned if shareholder had operational role
7. Indemnification: Specific indemnification provisions beyond standard releases
8. Transition Services: If shareholder needs to provide transition assistance
9. Earn-out Provisions: If part of purchase price is tied to future performance
1. Schedule A - Share Certificate Details: List of share certificates, certificate numbers, and share classes
2. Schedule B - Purchase Price Calculation: Detailed methodology and calculations for share valuation
3. Schedule C - Payment Schedule: If payment is in installments, detailed payment timeline
4. Schedule D - Company Assets Register: List of company assets in shareholder's possession to be returned
5. Schedule E - Resignation Letters: Form of resignation letters from various positions
6. Appendix 1 - Share Transfer Forms: Required legal forms for share transfer
7. Appendix 2 - Tax Elections: Required tax forms and elections
8. Appendix 3 - Release Forms: Detailed release and waiver forms
Authors
Share Purchase
Purchase Price
Payment Terms
Closing Conditions
Pre-Closing Covenants
Post-Closing Covenants
Representations and Warranties
Share Transfer
Confidentiality
Non-Competition
Non-Solicitation
Release of Claims
Indemnification
Tax Matters
Employment Termination
Board Resignation
Return of Property
Transition Services
Further Assurances
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Counterparts
Survival
Third Party Rights
Time of Essence
Costs
Technology
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Construction
Energy
Transportation
Media and Entertainment
Agriculture
Mining
Telecommunications
Education
Hospitality
Legal
Finance
Corporate Governance
Executive Leadership
Human Resources
Tax
Compliance
Risk Management
Corporate Development
Shareholder Relations
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Finance Director
Board Director
Company Secretary
Shareholder Relations Manager
Corporate Governance Officer
Risk Management Officer
Tax Director
Human Resources Director
Chief Operating Officer
Managing Director
Corporate Development Officer
Investment Relations Manager
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