A Shareholder Separation Agreement is utilized when a shareholder exits a company, whether through voluntary departure, retirement, or resolution of disputes. This document, governed by both federal and state laws in the United States, outlines the complete terms of separation, including share valuation, payment structure, ongoing obligations, and mutual releases. It serves to protect all parties' interests and prevent future disputes by clearly documenting the separation terms and conditions. The agreement typically requires careful consideration of securities laws, tax implications, and corporate governance requirements.
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1. Parties: Identification of departing shareholder(s) and remaining parties
2. Background: Context of shareholding and reasons for separation
3. Definitions: Key terms used throughout the agreement
4. Share Transfer Terms: Details of share transfer/buyout including price and payment terms
5. Representations and Warranties: Statements of fact by all parties
6. Release of Claims: Mutual release of claims between parties
7. Confidentiality: Ongoing confidentiality obligations
1. Non-Compete Provisions: Restrictions on competitive activities - use when protecting company's competitive position is crucial
2. Transition Services: Terms for ongoing support from departing shareholder - use when departing shareholder has key operational role
3. Earn-Out Provisions: Future payments based on company performance - use when valuation is tied to future performance
1. Share Certificate Details: Details of shares being transferred including certificate numbers and share classes
2. Valuation Report: Independent valuation of shares being transferred
3. Payment Schedule: Detailed schedule of installment payments if applicable
4. Resignation Letters: Form of resignation letters from corporate positions if applicable
5. Corporate Resolutions: Board and/or shareholder resolutions approving the separation
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