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Shareholder Redemption Agreement
"I need a Shareholder Redemption Agreement for our Irish tech startup where we're buying back 15% of shares from a departing founder by March 2025, with payment to be made in three installments."
1. Parties: Identifies the company and the shareholder(s) whose shares are being redeemed
2. Background: Recitals explaining the context of the redemption and confirming the company's authority to redeem shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Agreement to Redeem: Core terms of the redemption including number of shares, class, and redemption price
5. Completion: Details of when and how the redemption will be completed, including delivery of share certificates and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before the redemption can proceed
7. Warranties: Representations and warranties from both the company and the selling shareholder
8. Tax Provisions: Handling of tax implications and responsibilities
9. Confidentiality: Obligations to keep the terms of the agreement confidential
10. Notices: How formal notices under the agreement should be given
11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Pre-completion Obligations: Used when there are specific actions required before completion, such as obtaining third-party consents
2. Post-completion Obligations: Used when there are continuing obligations after the redemption, such as non-compete provisions
3. Drag-along Rights: Included when remaining shareholders have rights to force participation in future transactions
4. Tag-along Rights: Included when remaining shareholders have rights to participate in future transactions
5. Dispute Resolution: Detailed dispute resolution procedures, used when parties want specific mechanisms beyond court proceedings
6. Director Resignation: Used when the selling shareholder is also a director who will be resigning
7. Employee Matters: Required when the selling shareholder is also an employee whose employment status needs to be addressed
1. Schedule 1 - Details of the Shares: Detailed description of the shares being redeemed, including share certificate numbers and share history
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required at completion
3. Schedule 3 - Warranties: Detailed warranties given by the selling shareholder
4. Schedule 4 - Company Resolutions: Form of board and shareholder resolutions required to approve the redemption
5. Schedule 5 - Calculation of Redemption Price: Details of how the redemption price was calculated, including any valuation methodology
6. Appendix A - Share Transfer Form: Form of share transfer to be executed at completion
7. Appendix B - Payment Details: Bank account and payment instruction details
Authors
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Media and Entertainment
Energy
Agriculture
Transportation and Logistics
Construction
Education
Hospitality
Legal
Finance
Corporate Secretariat
Tax
Compliance
Corporate Development
Treasury
Board of Directors
Corporate Governance
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Financial Director
Company Director
Board Member
Shareholder
Corporate Governance Officer
Tax Director
Finance Manager
Compliance Officer
General Counsel
Corporate Advisory Director
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