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The Termination of Shareholders Agreement is a crucial document used when parties to an existing shareholders agreement wish to formally end their contractual relationship. This document is particularly relevant in scenarios such as company restructuring, exit of major shareholders, merger and acquisition activities, or when the original agreement's purposes have been fulfilled. Under Hong Kong law, this agreement must carefully address the cessation of rights and obligations, ensure proper corporate governance compliance, and protect the interests of all parties involved. The document typically includes provisions for mutual releases, handling of confidential information, and any continuing obligations, while ensuring alignment with Hong Kong's Companies Ordinance and related regulatory requirements.

1. Parties: Identification of all parties to the termination agreement, including all shareholders and the company

2. Background: Recitals stating the existence of the original shareholders agreement, its date, and the parties' desire to terminate it

3. Definitions: Key terms used in the agreement, including reference to defined terms in the original shareholders agreement

4. Termination: Express termination of the shareholders agreement and the effective date of termination

5. Effect of Termination: Clear statement of the consequences of termination and confirmation that all rights and obligations under the original agreement cease

6. Release and Discharge: Mutual release and discharge of obligations under the original agreement

7. Outstanding Obligations: Addressing any outstanding obligations or payments that need to be settled

8. Confidentiality: Ongoing obligations regarding confidential information obtained under the original agreement

9. Surviving Provisions: Identification of any provisions from the original agreement that will survive termination

10. Further Assurance: Commitment to execute any additional documents necessary to give effect to the termination

11. Governing Law and Jurisdiction: Confirmation that Hong Kong law governs the termination agreement

12. Execution: Signature blocks for all parties