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Shareholder Buyout Agreement
"I need a Shareholder Buyout Agreement for my Singapore tech startup where two founding shareholders are selling their combined 30% stake to the remaining founders, with completion planned for March 2025 and payment in three installments."
1. Parties: Identification of buying and selling shareholders, and the company
2. Background: Context of the transaction and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Timing and mechanics of the transfer
6. Warranties and Representations: Standard assurances from both parties
7. Confidentiality: Non-disclosure obligations
8. Governing Law: Jurisdiction and dispute resolution
1. Non-Compete Provisions: Restrictions on selling shareholder's future business activities to protect company interests
2. Employee Matters: Terms regarding employment termination or continuation when seller is also an employee/director
3. Tax Indemnities: Special protections and arrangements regarding tax liabilities and obligations
4. Earn-out Provisions: Mechanisms for additional payments based on future company performance
1. Schedule 1 - Share Details: Detailed description of shares being transferred including share certificates
2. Schedule 2 - Completion Obligations: Checklist of actions required at completion
3. Schedule 3 - Company Information: Key company details and financial statements
4. Schedule 4 - Warranties: Detailed warranties given by seller
5. Schedule 5 - Board Resolutions: Required company approvals and board resolutions
Authors
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Existing Shareholders
Group
Long Stop Date
Material Adverse Change
Purchase Price
Sale Shares
Seller
Buyer
Shares
Share Certificates
Shareholders' Agreement
Signing Date
Singapore Dollars
Subsidiaries
Tax
Transaction Documents
Warranties
Working Hours
Board of Directors
Business
Constitution
Disclosed
Due Diligence Materials
Intellectual Property Rights
Losses
Related Party
Representatives
Transfer
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Indemnification
Further Assurance
Notices
Assignment
Entire Agreement
Variation
Waiver
Severability
Force Majeure
Costs and Expenses
Third Party Rights
Governing Law
Dispute Resolution
Termination
Announcements
Survival
Counterparts
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