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1. Parties: Identifies and defines all parties to the agreement, including the releasing shareholder(s) and the company
2. Background: Sets out the context of the agreement, including current shareholding status and reasons for the release
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Release and Discharge: Core provision detailing the scope and nature of the release being granted
5. Consideration: Specifies what is being provided in exchange for the release
6. Representations and Warranties: Statements of fact and promises made by each party regarding their capacity and authority
7. Confidentiality: Obligations regarding the confidentiality of the agreement and related information
8. Tax Matters: Addresses responsibility for taxes arising from the release arrangement
9. General Provisions: Standard boilerplate clauses including governing law, notices, and execution requirements
1. Non-Disparagement: Mutual obligations not to make negative statements about other parties, particularly relevant in contentious releases
2. Future Cooperation: Requirements for ongoing cooperation in matters related to the released claims, used when there might be future proceedings or documentation needed
3. Return of Company Property: Obligations regarding the return of company materials and property, relevant when the shareholder had operational involvement
4. Ongoing Obligations: Specifies any continuing obligations that survive the release, used when certain duties need to continue
5. Related Party Arrangements: Addresses termination of any related agreements or positions, relevant when shareholder had multiple roles
6. Non-Competition and Non-Solicitation: Restrictions on future competitive activities, relevant for shareholders who had operational roles or access to sensitive information
1. Schedule 1 - Details of Shareholding: Lists all shares and securities being released, including class, number, and certificate numbers
2. Schedule 2 - Released Claims: Detailed description of all claims and rights being released
3. Schedule 3 - Consideration Details: Specific details of any payment or other consideration being provided
4. Schedule 4 - Related Agreements: List of any related agreements being terminated or modified
5. Appendix A - Board Resolution: Copy of board resolution approving the release arrangement
6. Appendix B - Share Certificates: Copies of relevant share certificates being surrendered or cancelled
Business Day
Claim
Company
Completion Date
Confidential Information
Consideration
Effective Date
Encumbrance
Group
GST
Intellectual Property Rights
Loss
Party/Parties
Related Body Corporate
Released Claims
Released Matters
Releasing Party
Released Party
Relevant Period
Representatives
Securities
Shares
Shareholder
Share Rights
Subsidiary
Tax
Third Party Claims
Release and Discharge
Consideration
Representations and Warranties
Confidentiality
Tax Matters
Mutual Release
Non-Disparagement
Return of Property
Future Cooperation
Indemnification
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Notices
Amendment
Waiver
Costs and Expenses
Further Assurance
Counterparts
Electronic Execution
Time of Essence
Survival
Authority to Execute
Third Party Rights
Related Party Arrangements
Non-Competition
Non-Solicitation
Financial Services
Professional Services
Technology
Manufacturing
Retail
Mining and Resources
Healthcare
Real Estate
Construction
Agriculture
Energy
Telecommunications
Transport and Logistics
Education
Legal
Finance
Corporate Governance
Company Secretariat
Board of Directors
Executive Leadership
Compliance
Risk Management
Investor Relations
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Board Director
Compliance Officer
Investment Manager
Risk Manager
Corporate Governance Manager
Shareholder Relations Manager
General Counsel
Managing Director
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