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Shareholder Withdrawal Agreement
"Need a Shareholder Withdrawal Agreement for a tech startup in Singapore where a minority shareholder (holding 15%) wants to exit by March 2025, with payment to be made in three installments over 12 months."
1. Parties: Identification of the withdrawing shareholder, remaining shareholders, and the company
2. Background: Context of the withdrawal and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Withdrawal Terms: Core terms of the withdrawal including share valuation and payment terms
5. Completion Requirements: Steps required to complete the withdrawal
6. Representations and Warranties: Standard assurances from all parties
1. Non-Compete Provisions: Restrictions on competing activities by withdrawing shareholder, used when protecting business interests is crucial
2. Continuing Obligations: Ongoing responsibilities of the withdrawing shareholder, used when there are residual duties or liabilities
3. Tax Indemnities: Specific tax-related protections, used when tax implications are significant
1. Share Valuation Report: Detailed valuation methodology and calculations
2. Payment Schedule: If payment is to be made in installments
3. Existing Shareholder Agreements: Reference to current agreements being terminated or modified
4. Board Resolutions: Corporate approvals for the withdrawal
Authors
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Effective Date
Existing Shareholders Agreement
Group
Initial Price
Liabilities
Parties
Remaining Shareholders
Sale Shares
Share Valuation
Shareholders
Subsidiaries
Transfer
Warranties
Withdrawing Shareholder
Working Hours
Agreement to Withdraw
Share Valuation
Purchase Price
Payment Terms
Completion
Conditions Precedent
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Release and Waiver
Tax Matters
Further Assurance
Indemnification
Termination of Rights
Resignation from Offices
Return of Company Property
Announcements
Notices
Assignment
Severability
Entire Agreement
Variation
Costs and Expenses
Governing Law
Dispute Resolution
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