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1. Parties: Identification of the company and the shareholder(s) whose shares are being redeemed
2. Background: Context of the redemption, including company details and reason for redemption
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Agreement to Redeem: Core agreement for the company to redeem shares from the shareholder
5. Share Details: Specification of shares to be redeemed, including class, number, and percentage of total shareholding
6. Redemption Price: Agreed price per share and total redemption amount
7. Payment Terms: Timing and method of payment, including any installment arrangements
8. Completion: Process and requirements for completing the redemption, including documentation and timing
9. Representations and Warranties: Statements of fact and promises by both parties regarding their capacity and authority
10. Tax Matters: Treatment of stamp duty and other applicable taxes
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution requirements
1. Conditions Precedent: Specific conditions that must be met before redemption can proceed, used when regulatory or third-party approvals are required
2. Installment Payment Structure: Detailed payment schedule and terms, used when redemption price is paid in installments
3. Security Arrangements: Details of any security provided for installment payments, used when payment is not made in full at completion
4. Director Resignation: Terms for resignation from director positions, used when selling shareholder is also a director
5. Non-Competition: Restrictions on shareholder's future business activities, used when protecting company interests is crucial
6. Continuing Obligations: Ongoing responsibilities of the departing shareholder, used when there are lasting obligations
7. Tax Indemnity: Specific tax-related indemnities, used when complex tax implications exist
1. Share Details Schedule: Detailed information about the shares being redeemed, including share certificates and transfer history
2. Calculation of Redemption Price: Methodology and calculations used to determine the redemption price
3. Completion Checklist: List of actions and documents required for completion
4. Form of Share Transfer: Template instrument of transfer for the shares
5. Board Resolutions: Pro-forma board resolutions approving the redemption
6. Payment Schedule: Detailed payment terms and dates if paying in installments
7. Required Notices and Filings: List of regulatory notifications and filings required for the redemption
Board
Business Day
Companies Ordinance
Company
Completion
Completion Date
Conditions Precedent
Consideration
Encumbrance
Group
Hong Kong
HK$
Losses
Material Adverse Change
Redemption Notice
Redemption Price
Redemption Shares
Remaining Shares
Selling Shareholder
Share Capital
Shares
Stamp Duty
Stamp Duty Ordinance
Transaction Documents
Transfer Forms
Warranties
Companies Registry
Confidential Information
Directors
Effective Date
Financial Year
Governmental Authority
Legal Requirements
Notice
Party/Parties
Related Companies
Relevant Securities
Representatives
Securities and Futures Ordinance
Shareholders Agreement
Stock Exchange
Tax
Working Hours
Definitions
Agreement to Redeem
Redemption Price
Payment Terms
Conditions Precedent
Completion Obligations
Representations and Warranties
Tax Covenants
Stamp Duty
Share Transfer
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Costs and Expenses
Governing Law
Jurisdiction
Dispute Resolution
Indemnification
Termination
Survival
Time of Essence
Counterparts
Third Party Rights
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Education
Transportation
Energy
Construction
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Risk Management
Corporate Development
Shareholder Relations
Board of Directors
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Board Director
Compliance Officer
Investment Manager
Corporate Finance Manager
Shareholder Relations Manager
Treasury Manager
Risk Manager
Financial Controller
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