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Management Buyout Agreement
"I need a Management Buyout Agreement for our Singapore-based technology company, where three senior executives will purchase 100% of shares from the current private equity owners, with completion targeted for March 2025 and including an earn-out mechanism based on next year's performance."
1. Parties: Identification of all parties involved in the buyout
2. Background: Context and purpose of the management buyout
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details of consideration and payment structure
5. Conditions Precedent: Prerequisites for completion of the buyout
6. Completion Mechanics: Process and timing for executing the buyout
7. Warranties and Representations: Statements of fact and assurances from all parties
8. Confidentiality: Protection of sensitive information
9. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures
1. Employee Matters: Terms regarding staff retention and benefits - include when employees are affected by the buyout
2. Intellectual Property Rights: Transfer or licensing of IP - include when IP assets are significant to the business
3. Non-Compete Provisions: Restrictions on selling shareholders - include when protecting business interests from competition
4. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent on future performance
1. Share Capital Structure: Details of company's share capital pre and post-buyout
2. Assets Schedule: List of material assets included in the transaction
3. Warranties Schedule: Detailed warranties given by parties
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Management Service Agreements: New employment terms for management team
6. Financial Statements: Recent financial information of the target company
Authors
Agreed Form
Business
Business Day
Buyer(s)
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Existing Shareholders
Group
Management Team
Material Adverse Change
Purchase Price
Sale Shares
Seller(s)
Share Capital
Subsidiaries
Target Company
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Confidential Information
Intellectual Property Rights
Key Employees
Longstop Date
Material Contracts
Permitted Encumbrances
Related Party
Reserved Matters
Senior Management
Singapore Dollars
SGD
Target Working Capital
Third Party Rights
Transaction Costs
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnification
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
Intellectual Property
Data Protection
Tax Matters
Further Assurance
Assignment
Notices
Force Majeure
Severability
Entire Agreement
Variation
Waiver
Costs
Announcements
Third Party Rights
Counterparts
Dispute Resolution
Governing Law and Jurisdiction
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