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Shareholder Termination Agreement
"Need a Shareholder Termination Agreement for a minority shareholder leaving our tech startup by March 2025, with the purchase price of PHP 5 million to be paid in 12 monthly installments."
1. Parties: Identification of the terminating shareholder, remaining shareholders, and the company
2. Background: Context of the shareholding and reasons for termination
3. Definitions: Key terms used throughout the agreement
4. Share Details: Description of shares being terminated, including class, number, and percentage of ownership
5. Purchase Price and Payment Terms: Agreed value of shares and payment structure
6. Completion Requirements: Actions required to complete the termination, including document submissions and regulatory filings
7. Representations and Warranties: Statements of fact by all parties regarding their capacity, share ownership, and authority
8. Mutual Release: Release of claims between parties post-termination
9. Confidentiality: Obligations regarding confidential information
10. Governing Law and Jurisdiction: Specification of Philippine law and jurisdiction
11. Execution: Signature blocks and execution requirements
1. Non-Compete Provisions: Restrictions on the departing shareholder's future business activities - used when protecting company interests is crucial
2. Tax Indemnities: Specific tax-related provisions and responsibilities - used when significant tax implications exist
3. Continuing Obligations: Ongoing responsibilities of the departing shareholder - used for directors or key personnel
4. Intellectual Property Rights: IP ownership and transfer provisions - used when the departing shareholder was involved in IP creation
5. Employee/Director Resignation: Terms of resignation from employment/directorship - used when shareholder also holds other positions
6. Installment Payment Terms: Detailed payment schedule - used when payment is not made in full at completion
1. Share Certificate Details: Copies and details of share certificates being transferred
2. Valuation Report: Independent valuation of shares (if applicable)
3. Payment Schedule: Detailed breakdown of payment terms and dates
4. Company Board Resolution: Resolution approving the termination of shareholding
5. Required Regulatory Filings: List of forms and filings required by Philippine authorities
6. Outstanding Loans or Obligations: List of any shareholder loans or obligations to be settled
Authors
Articles of Incorporation
Board
Business Day
By-laws
Company
Completion
Completion Date
Confidential Information
Deed of Release
Encumbrance
Execution Date
Group
Intellectual Property Rights
Material Adverse Change
Outstanding Obligations
Purchase Price
Regulatory Authority
Remaining Shareholders
Securities and Exchange Commission
Share Certificates
Shareholder Loans
Shares
Taxation
Terminating Shareholder
Transfer Documents
Valuation
Working Hours
Share Transfer
Purchase Price
Payment Terms
Completion
Conditions Precedent
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Mutual Release
Tax Matters
Indemnification
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Dispute Resolution
Costs and Expenses
Third Party Rights
Counterparts
Board Resignation
Return of Company Property
Continuing Obligations
Regulatory Compliance
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Transportation
Construction
Agriculture
Mining
Telecommunications
Education
Media and Entertainment
Legal
Finance
Corporate Secretariat
Compliance
Tax
Corporate Governance
Board Secretariat
Shareholder Relations
Executive Leadership
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Board Director
Managing Director
Compliance Officer
Tax Manager
Company Director
Investment Manager
Shareholder Relations Manager
Corporate Governance Officer
Business Development Director
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