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1. Parties: Identification of all parties including the departing shareholder(s), remaining shareholders, and the company
2. Background: Recitals explaining the current shareholding structure and reason for termination
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination of Shareholder Rights: Core provisions detailing the termination of shareholder status and associated rights
5. Consideration: Details of payment or other consideration for the shares being transferred/cancelled
6. Completion: Mechanics and timing of the termination process, including conditions precedent if any
7. Mutual Releases: Mutual waiver of claims and release of liabilities between parties
8. Confidentiality: Obligations regarding confidential information post-termination
9. Return of Company Property: Requirements for returning company assets, documents, and property
10. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and solicitation of employees/clients
11. Representations and Warranties: Standard representations about authority, ownership, and absence of encumbrances
12. Tax Matters: Allocation of tax liabilities and responsibilities
13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Ongoing Projects: Required when the departing shareholder is involved in incomplete projects or transactions
2. Intellectual Property Rights: Needed when IP ownership or licenses need to be addressed
3. Director Resignation: Include when the departing shareholder is also a director
4. Employee Matters: Required when the shareholder is also an employee of the company
5. Earn-out Provisions: Include when part of the consideration is contingent on future events
6. Shareholder Loans: Needed when there are outstanding loans between shareholders or with the company
7. Continued Access to Records: Include when ongoing access to company records is necessary
8. Third Party Consents: Required when termination requires approval from external parties
1. Schedule 1 - Share Details: Details of shares being transferred/cancelled including share certificates
2. Schedule 2 - Payment Terms: Detailed payment schedule and mechanics if payment is in installments
3. Schedule 3 - Company Assets: List of company assets to be returned or transferred
4. Schedule 4 - Confidential Information: Specific list of confidential information and handling requirements
5. Schedule 5 - Outstanding Obligations: List of any ongoing obligations or commitments
6. Appendix A - Share Transfer Forms: Required forms for executing share transfers
7. Appendix B - Director Resignation Letter: Template resignation letter if shareholder is also a director
8. Appendix C - Release Deed: Formal deed of release for mutual claims
Board
Business Day
Companies Ordinance
Company
Completion
Completion Date
Confidential Information
Consideration
Departing Shareholder
Effective Date
Encumbrance
Group
Hong Kong
Intellectual Property Rights
Losses
Material Adverse Change
Parties
Remaining Shareholders
Representatives
Sale Shares
Share Transfer Forms
Shareholders Agreement
Shares
Stamp Duty
Subsidiary
Tax
Transaction Documents
Articles of Association
Business
Company Property
Competing Business
Warranties
Working Day
Definitions
Share Transfer
Purchase Price
Payment Terms
Completion
Conditions Precedent
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Return of Property
Mutual Release
Tax Matters
Indemnification
Governing Law
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Costs
Force Majeure
Third Party Rights
Counterparts
Termination of Rights
Director Resignation
Shareholder Obligations
Binding Effect
Survival
Remedies
Stamp Duty
Professional Services
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Construction
Media & Entertainment
Consulting
Family Businesses
Start-ups
Small and Medium Enterprises
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Board of Directors
Corporate Governance
Executive Management
Chief Executive Officer
Managing Director
Company Secretary
Legal Counsel
Corporate Lawyer
Chief Financial Officer
Finance Director
Board Director
Shareholder
Company Director
Corporate Governance Officer
Compliance Manager
Risk Manager
General Counsel
Partner
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