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Buy Sell Agreement Cross Purchase
"Need a Buy Sell Agreement Cross Purchase for our Singapore tech startup with three founders, where each shareholder will purchase shares proportionally upon a co-founder's departure, with life insurance funding mechanism and quarterly valuation updates."
1. Parties: Identification and details of all participating shareholders
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Purchase Obligation: Terms triggering the obligation to purchase shares
5. Purchase Price: Methodology for determining share value and payment terms
6. Funding Mechanism: How purchase will be funded, including insurance provisions if applicable
7. Transfer Procedure: Process for executing the share transfer
8. Governing Law: Specification of Singapore law as governing law
1. Life Insurance Provisions: Details of life insurance policies funding the agreement when life insurance is used as funding mechanism
2. Disability Provisions: Provisions for purchase in case of disability, included when disability trigger is required
3. Valuation Methods: Detailed valuation procedures when complex valuation methods are required
4. Right of First Refusal: Provisions for voluntary transfers when voluntary sales are contemplated
1. Schedule 1: Shareholder Details: List of current shareholders and shareholdings
2. Schedule 2: Valuation Formula: Agreed methodology for share valuation
3. Schedule 3: Insurance Policies: Details of life insurance policies if applicable
4. Schedule 4: Share Transfer Form: Pro-forma share transfer documentation
5. Schedule 5: Company Information: Key company details and structure
Authors
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Cross Purchase Price
Disability
Disability Event
Encumbrance
Fair Market Value
Insurance Policy
Insurance Proceeds
Insured Event
Law
Notice
Parties
Permanent Disability
Purchase Notice
Purchase Price
Purchasing Shareholders
Relevant Shares
Sale Shares
Selling Shareholder
SGX
Share Transfer Form
Shareholders
Shares
Singapore Dollar
SGD
Stamp Duty
Trigger Event
Valuation Date
Valuation Method
Working Days
Purchase Obligation
Purchase Price
Valuation
Payment Terms
Insurance Funding
Share Transfer Process
Representations and Warranties
Confidentiality
Non-Compete
Death Provisions
Disability Provisions
Retirement Provisions
Voluntary Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Tax Matters
Notices
Amendment
Assignment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Further Assurance
Costs and Expenses
Termination
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