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Shareholder Separation Agreement
"I need a Shareholder Separation Agreement for our Malaysian technology startup, where two minority shareholders holding 15% each will exit by March 2025, with payment in installments over 12 months and standard non-compete provisions."
1. Parties: Identification of all parties to the agreement including the departing shareholder(s) and remaining shareholders
2. Background: Context of the shareholding relationship and reason for separation
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Share Transfer Terms: Details of shares being transferred, purchase price, and payment terms
5. Completion Mechanics: Process and timeline for executing the share transfer
6. Warranties and Representations: Statements of fact by both parties regarding their capacity, share ownership, and company status
7. Release and Waiver: Mutual release of claims and obligations post-separation
8. Confidentiality: Obligations regarding company confidential information
9. Non-Compete and Non-Solicitation: Restrictions on the departing shareholder's future business activities
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Further Assurance: Obligation to execute additional documents and take necessary actions
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Continued Employment: Terms regarding employment termination or continuation if the departing shareholder is also an employee
2. Intellectual Property Rights: Provisions regarding IP ownership and usage rights post-separation
3. Board Resignation: Process and terms for resignation from director positions if applicable
4. Earn-out Provisions: Structure for additional payments based on future company performance
5. Transitional Services: Arrangements for temporary continuation of services by departing shareholder
6. Outstanding Loans: Settlement of any shareholder loans or company debts
7. Special Rights Termination: Termination of any special shareholder rights or privileges
1. Share Details: Details of shares being transferred including share certificates numbers and shareholding history
2. Purchase Price Calculation: Detailed calculation methodology and figures for share valuation
3. Payment Schedule: If payment is in installments, detailed payment dates and amounts
4. Company Information: Key company details including assets, liabilities, and material contracts
5. Required Consents: List of third-party consents required for the separation
6. Completion Checklist: List of actions and documents required for completion
7. Form of Resignation Letter: Template for director/officer resignation letters if applicable
8. Existing Agreements: List of agreements being terminated or modified due to separation
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Construction
Education
Food and Beverage
Agriculture
Energy
Transportation
Media and Entertainment
Telecommunications
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Corporate Governance
Board Secretariat
Shareholder Relations
Executive Management
Investment Relations
Chief Executive Officer
Managing Director
Company Director
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Finance Director
Compliance Officer
Risk Manager
Corporate Governance Officer
Board Member
Shareholder Relations Manager
Investment Manager
Business Development Director
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