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Shareholder Separation Agreement
"Need a Shareholder Separation Agreement under German law for a departing minority shareholder (15% stake) in our technology startup, with payment in installments over 12 months starting March 2025 and including specific provisions for ongoing intellectual property rights."
1. Parties: Identification of the separating shareholders and the company
2. Background: Context of the shareholding and reasons for separation
3. Definitions: Key terms used throughout the agreement
4. Share Ownership and Capital Structure: Current shareholding structure and capital distribution
5. Separation Terms: Core terms of the separation including share transfer or purchase mechanics
6. Purchase Price and Payment Terms: Financial terms including valuation, payment structure, and timing
7. Closing Conditions: Prerequisites and conditions for completing the separation
8. Representations and Warranties: Standard and specific warranties from both parties
9. Confidentiality: Obligations regarding company and separation confidential information
10. Non-Competition and Non-Solicitation: Post-separation competitive restrictions and customer/employee non-solicitation
11. Tax Matters: Tax implications and responsibilities
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. Miscellaneous: Standard boilerplate provisions including severability and entire agreement
1. Intellectual Property Rights: Required when IP ownership needs to be clarified post-separation
2. Ongoing Projects: Needed when there are incomplete projects requiring post-separation cooperation
3. Employee Matters: Required when the separation affects employment relationships or responsibilities
4. Real Estate: Necessary when property ownership or lease rights need to be addressed
5. Transition Services: Include when ongoing support is needed post-separation
6. Bank Financing: Required when there are outstanding loans or banking arrangements to be addressed
7. Dispute Resolution: Alternative dispute resolution mechanisms if preferred over standard court jurisdiction
1. Share Certificate Details: Copies and details of share certificates being transferred
2. Valuation Report: Independent valuation of the shares or business
3. Payment Schedule: Detailed payment terms and installment schedule if applicable
4. Company Assets List: Inventory of assets affected by the separation
5. Outstanding Liabilities: List of debts and liabilities and their post-separation treatment
6. Intellectual Property Register: Details of IP rights and their allocation
7. Required Corporate Resolutions: Forms of shareholder and board resolutions needed for the separation
8. Tax Clearance Certificates: Relevant tax documentation and clearances
Authors
Articles of Association
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Departing Shareholder
Effective Date
Encumbrance
Enterprise Value
Geschäftsanteil
Gesellschaftsvertrag
Goodwill
Group
Intellectual Property Rights
Material Adverse Change
Purchase Price
Remaining Shareholders
Restricted Business
Share Transfer
Shares
Shareholders' Resolution
Signing Date
Subsidiary
Tax
Territory
Transaction
Transfer Date
Valuation Date
Working Capital
Share Transfer
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Warranties and Representations
Company Valuation
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property Rights
Continuing Obligations
Release and Waiver
Bank Guarantees
Security Arrangements
Dispute Resolution
Governing Law
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Third Party Rights
Amendment and Waiver
Counterparts
Technology
Manufacturing
Professional Services
Real Estate
Retail
Healthcare
Financial Services
Construction
Media and Entertainment
Energy
Telecommunications
Transportation and Logistics
Agriculture
Education
Hospitality
Legal
Finance
Corporate Governance
Executive Leadership
Board of Directors
Tax
Compliance
Risk Management
Corporate Strategy
Investment
Chief Executive Officer
Managing Director
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Company Secretary
Board Member
Shareholder
Business Development Director
Corporate Governance Officer
Tax Director
Compliance Officer
Risk Manager
Investment Manager
Corporate Strategy Director
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