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Shareholder Withdrawal Agreement
"I need a Shareholder Withdrawal Agreement for a minority shareholder (holding 15% shares) who is amicably leaving our technology startup by March 2025, with an agreed lump-sum payment based on our latest valuation report."
1. Parties: Identification of the withdrawing shareholder(s), remaining shareholders, and the company
2. Background: Context of the shareholding relationship and reasons for withdrawal
3. Definitions: Key terms used throughout the agreement including Share Value, Completion Date, and other relevant definitions
4. Share Ownership and Valuation: Details of current shareholding and agreed method of share valuation
5. Withdrawal Terms: Core terms of the withdrawal including share transfer process and payment arrangements
6. Payment Terms: Structure, timing, and method of payment for the shares
7. Completion Requirements: Actions required to complete the withdrawal process
8. Representations and Warranties: Standard warranties from both the withdrawing shareholder and the company
9. Confidentiality: Obligations regarding company confidential information post-withdrawal
10. Tax Matters: Allocation of tax responsibilities and obligations
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Non-Compete Provisions: Restrictions on the withdrawing shareholder's future business activities - include if protecting company interests is crucial
2. Ongoing Obligations: Any continuing duties or responsibilities of the withdrawing shareholder - relevant for key personnel
3. Intellectual Property Rights: IP arrangements post-withdrawal - include if the shareholder was involved in IP development
4. Employee Matters: Provisions regarding employment termination if the shareholder is also an employee
5. Dispute Resolution: Alternative dispute resolution mechanisms - include if parties prefer arbitration over court proceedings
6. Release of Claims: Mutual release of claims between parties - include if there are existing disputes or potential claims
1. Schedule 1 - Share Details: Details of shares held, including share certificates numbers and class of shares
2. Schedule 2 - Valuation Report: Independent valuation report or agreed calculation of share value
3. Schedule 3 - Payment Schedule: Detailed payment terms and installment schedule if applicable
4. Schedule 4 - Company Resolutions: Relevant board and shareholder resolutions approving the withdrawal
5. Schedule 5 - Share Transfer Forms: Pro-forma share transfer documentation required under Philippine law
6. Appendix A - Confidential Information: List of specific confidential information and trade secrets to be protected
Authors
Articles of Incorporation
Board
Business Day
By-laws
Company
Completion
Completion Date
Confidential Information
Consideration
Deed of Release
Encumbrance
Execution Date
Fair Market Value
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Outstanding Obligations
Parties
Payment Date
Payment Schedule
Peso
Remaining Shareholders
Revised Corporation Code
SEC
Share Certificates
Share Transfer Forms
Shares
Shareholder Resolution
Shareholders Agreement
Subsidiary
Tax
Transaction Documents
Transfer
Valuation Date
Valuation Report
Warranties
Withdrawing Shareholder
Interpretations
Share Ownership
Share Valuation
Purchase Price
Payment Terms
Completion Mechanics
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Confidentiality
Non-Compete
Non-Solicitation
Tax Covenants
Indemnification
Release of Claims
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Force Majeure
Governing Law
Dispute Resolution
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Construction
Agriculture
Mining
Telecommunications
Transportation
Energy
Education
Hospitality
Legal
Finance
Corporate Secretariat
Compliance
Board of Directors
Executive Management
Risk Management
Investor Relations
Corporate Governance
Treasury
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Board Director
Compliance Officer
Investment Manager
Financial Controller
Company Director
Corporate Governance Officer
Business Development Manager
Risk Manager
Shareholder Relations Manager
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