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Stock Transfer Restriction Agreement
"Need a Stock Transfer Restriction Agreement for our Singapore-based technology startup with 5 founding shareholders, including specific provisions for right of first refusal and a 3-year lock-up period starting January 2025."
1. Parties: Identification of all parties to the agreement including company and shareholders
2. Background: Context of the agreement, existing shareholding structure, and purpose of restrictions
3. Definitions: Key terms used throughout the agreement including Share, Transfer, Permitted Transfer, etc.
4. Transfer Restrictions: Core restrictions on share transfers including prohibited transfers and conditions
5. Right of First Refusal: Process and procedures for offering shares to existing shareholders before external sale
6. Transfer Process: Detailed procedures for executing permitted transfers including documentation and timing
7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares on same terms as majority shareholders
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of company
3. Share Valuation: Specific methodology and process for determining fair value of shares
4. Death/Incapacity Provisions: Special provisions governing transfer of shares upon death or incapacity of shareholders
1. Schedule 1: Shareholder Details: Complete list of current shareholders and their shareholdings
2. Schedule 2: Share Transfer Notice: Template form for notifying intention to transfer shares
3. Schedule 3: Valuation Methodology: Detailed procedures and formulas for share valuation
4. Appendix A: Deed of Adherence: Template agreement for new shareholders to be bound by transfer restrictions
Authors
Board
Business Day
Company
Company Secretary
Completion
Constitution
Directors
Encumbrance
Fair Market Value
Financial Year
Group
Independent Valuer
Notice
Offered Shares
Parties
Permitted Transfer
Permitted Transferee
Purchase Price
Purchaser
Related Corporation
Relevant Proportion
Right of First Refusal
Sale Notice
Seller
Share Transfer
Shareholder
Shares
Singapore
Subsidiary
Tag-Along Right
Transfer Notice
Transfer Period
Transfer Restrictions
Transferor
Valuation Date
Transfer Restrictions
Right of First Refusal
Permitted Transfers
Transfer Process
Share Valuation
Tag-Along Rights
Drag-Along Rights
Board Approval
Notice Requirements
Share Certificates
Death and Incapacity
Deadlock Resolution
Confidentiality
Assignment
Amendments
Termination
Dispute Resolution
Governing Law
Severability
Entire Agreement
Notices
Further Assurance
Costs
Counterparts
Compliance with Law
Share Register Updates
Shareholder Approval
Default
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