The Pre-Emption Rights In Shareholders Agreement is essential for companies seeking to maintain control over their ownership structure in Singapore. This document becomes particularly relevant when companies want to prevent unwanted third parties from acquiring shares or when existing shareholders wish to maintain their proportional ownership. The agreement, compliant with Singapore's legal framework, typically includes detailed mechanisms for share transfers, valuation methods, notice requirements, and completion procedures. It's commonly used in closely-held companies, family businesses, and startups where controlling ownership composition is crucial for business success and continuity.
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Key Requirements PROMPT example:
Pre Emption Rights In Shareholders Agreement
"I need a Pre Emption Rights In Shareholders Agreement for my Singapore tech startup with 5 founding shareholders, where we want to ensure existing shareholders have first right to purchase shares at fair market value before any external sale can occur, with a 3-year lock-up period from January 2025."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and existing shareholding structure
3. Definitions: Key terms including 'Pre-emption Rights', 'Transfer Notice', 'Fair Value', etc.
4. Pre-emption Rights on Transfer: Core provisions regarding existing shareholders' right of first refusal when shares are proposed to be transferred
5. Pre-emption Rights on New Issues: Provisions regarding shareholders' rights to subscribe for new shares before they're offered to third parties
6. Valuation Mechanism: Process for determining the fair value of shares
7. Notice Requirements: Procedures for issuing and responding to transfer notices
8. Completion Requirements: Process and timeline for completing share transfers
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Share Lock-up Period: Restriction on transfer of shares for specific period
4. Permitted Transfers: Exceptions to pre-emption rights for specific types of transfers (e.g., to family members)
1. Current Shareholding Structure: Details of existing shareholders and their shareholdings
2. Form of Transfer Notice: Template for shareholders to use when proposing to transfer shares
3. Deed of Adherence: Template for new shareholders to sign up to the agreement
4. Valuation Principles: Detailed methodology for share valuation
5. Exempt Transfers: List of pre-approved transfer scenarios exempt from pre-emption rights
Authors
Relevant legal definitions
Agreement
Board
Business Day
Company
Completion
Completion Date
Constitution
Deed of Adherence
Encumbrance
Exercise Notice
Exercise Period
Existing Shareholders
Fair Value
Independent Valuer
New Securities
Offer Notice
Offered Shares
Parties
Permitted Transfer
Pre-emption Rights
Pro Rata Share
Proposed Transferee
Purchase Price
Remaining Shares
Shares
Share Capital
Shareholder
Singapore Dollars
Transfer
Transfer Notice
Transferor
Valuation Date
Valuation Principles
Working Day
Board
Business Day
Company
Completion
Completion Date
Constitution
Deed of Adherence
Encumbrance
Exercise Notice
Exercise Period
Existing Shareholders
Fair Value
Independent Valuer
New Securities
Offer Notice
Offered Shares
Parties
Permitted Transfer
Pre-emption Rights
Pro Rata Share
Proposed Transferee
Purchase Price
Remaining Shares
Shares
Share Capital
Shareholder
Singapore Dollars
Transfer
Transfer Notice
Transferor
Valuation Date
Valuation Principles
Working Day
Clauses
Interpretation and Definitions
Pre-emption Rights on Transfer
Pre-emption Rights on New Issues
Transfer Notice Procedures
Valuation Mechanism
Completion Requirements
Tag-Along Rights
Drag-Along Rights
Permitted Transfers
Share Lock-up
Transfer Restrictions
Deed of Adherence
Board Approval
Share Certificates
Fair Value Determination
Notice Requirements
Confidentiality
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Variation
Costs
Waiver
Further Assurance
Counterparts
Notices
Pre-emption Rights on Transfer
Pre-emption Rights on New Issues
Transfer Notice Procedures
Valuation Mechanism
Completion Requirements
Tag-Along Rights
Drag-Along Rights
Permitted Transfers
Share Lock-up
Transfer Restrictions
Deed of Adherence
Board Approval
Share Certificates
Fair Value Determination
Notice Requirements
Confidentiality
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Variation
Costs
Waiver
Further Assurance
Counterparts
Notices
Relevant Industries
Relevant Teams
Relevant Roles
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