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Shareholder Withdrawal Agreement
"I need a Shareholder Withdrawal Agreement for my tech startup where a minority shareholder (holding 15% shares) is leaving amicably, with the purchase price of HKD 2 million to be paid in installments over 12 months starting March 2025."
1. Parties: Identifies the withdrawing shareholder, remaining shareholders, and the company
2. Background: Sets out the context of the agreement, including current shareholding structure and reason for withdrawal
3. Definitions: Defines key terms used throughout the agreement
4. Share Valuation: Details the agreed method for valuing the shares and the final valuation
5. Purchase Price and Payment Terms: Specifies the total consideration and how/when it will be paid
6. Completion Requirements: Lists the actions required to complete the withdrawal, including document delivery and payment
7. Representations and Warranties: Standard warranties from both the withdrawing shareholder and the company
8. Confidentiality: Obligations regarding confidential information
9. Release and Waiver: Mutual release of claims between parties post-withdrawal
10. Tax Matters: Addresses tax implications and responsibilities
11. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction
12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Non-Compete Provisions: Restrictions on the withdrawing shareholder's future business activities - include if competitive concerns exist
2. Continuing Obligations: Any ongoing responsibilities of the withdrawing shareholder - include if there are remaining duties
3. Intellectual Property Rights: Treatment of IP rights - include if the withdrawing shareholder was involved in IP creation
4. Outstanding Loans: Treatment of any shareholder loans - include if loans exist
5. Employee Matters: Provisions regarding employment termination - include if shareholder is also an employee
6. Installment Payment Terms: Detailed payment schedule - include if payment is not made in full at completion
7. Company Property Return: Requirements for returning company assets - include if shareholder held company property
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates numbers and class of shares
2. Schedule 2 - Valuation Report: Independent valuation report or agreed calculation method
3. Schedule 3 - Payment Schedule: Detailed payment terms if installment payments are agreed
4. Schedule 4 - Company Assets Register: List of company assets to be returned by the withdrawing shareholder
5. Appendix A - Share Transfer Form: Standard instrument of transfer for the shares
6. Appendix B - Board Resolution: Copy of board resolution approving the share transfer
7. Appendix C - Resignation Letters: Template resignation letters from any relevant positions
Authors
Articles
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Group
Hong Kong
Independent Valuer
Intellectual Property Rights
Material Adverse Change
Parties
Purchase Price
Remaining Shareholders
Sale Shares
Share Capital
Shareholders Agreement
Stamp Duty
Subsidiaries
Transaction Documents
Transfer
Valuation Date
Valuation Report
Warranties
Withdrawing Shareholder
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Release and Waiver
Tax Indemnity
Share Transfer Mechanics
Board Resignation
Company Property Return
Restrictive Covenants
Further Assurance
Assignment
Notices
Costs and Expenses
Severability
Variation
Waiver
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Professional Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Education
Construction
Consulting
Media and Entertainment
Hospitality
Import/Export
Logistics
Family Business
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Board of Directors
Executive Management
Shareholder Relations
Corporate Governance
Investment Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Board Director
Finance Director
Compliance Officer
Risk Manager
Investment Manager
Business Development Director
Shareholder Relations Manager
Corporate Governance Officer
Financial Controller
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