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Shareholder Separation Agreement
"I need a Shareholder Separation Agreement for a tech startup where one founding shareholder is leaving to pursue other interests, with payment in installments over 12 months starting March 2025, and including non-compete provisions for the UK market."
1. Parties: Identification and details of all shareholders involved in the separation agreement
2. Background: Context of shareholding relationship, company structure, and reasons for separation
3. Definitions: Defined terms used throughout the agreement including Share Transfer, Completion Date, Purchase Price etc.
4. Share Transfer Terms: Detailed terms of the share transfer including number of shares, class of shares, and transfer process
5. Purchase Price and Payment: Agreement on share valuation, purchase price, and payment structure including installments if applicable
6. Completion: Specific actions required for completion, timing, and delivery of documents
7. Warranties and Representations: Standard warranties regarding share ownership, authority to sell, and company status
8. Confidentiality: Obligations regarding confidential information and company secrets
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on future business activities of departing shareholder, used when protecting company interests
2. Intellectual Property Rights: Provisions regarding ownership and use of IP post-separation, used when IP is relevant to the business
3. Employee Matters: Terms regarding employment relationship termination, used when separating shareholder is also an employee
4. Outstanding Loans: Provisions for handling any shareholder loans or outstanding financial obligations, used when financial relationships exist beyond shareholding
5. Tax Matters: Special provisions regarding tax implications and responsibilities, used when tax planning is required
1. Schedule 1 - Share Transfer Form: Standard form J30 for share transfer execution
2. Schedule 2 - Valuation Report: Independent valuation of shares being transferred
3. Schedule 3 - Payment Schedule: Detailed schedule of payment dates and amounts if payment is in installments
4. Schedule 4 - Resignation Letters: Forms for resignation from director/officer positions if applicable
5. Schedule 5 - Existing Agreements: List of agreements being terminated or modified as part of separation
6. Schedule 6 - Company Assets: List of company assets and their allocation/treatment post-separation
Authors
Board
Business Day
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Group
Purchase Price
Sale Shares
Selling Shareholder
Shareholders' Agreement
Shares
Subsidiary
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Articles of Association
Business
Companies Act
Company
Continuing Shareholders
Deed of Adherence
Directors
Intellectual Property Rights
Material Adverse Change
Parties
Related Persons
Relevant Period
Restricted Business
Share Certificate
Stock Transfer Form
Territory
Share Transfer
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Resignation from Office
Release of Claims
Tax Indemnities
Announcements
Further Assurance
Assignment
Notices
Severability
Entire Agreement
Variation
Waiver
Costs
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Survival of Obligations
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