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Share Buyback Agreement
"Need a Share Buyback Agreement for our private Singapore company to repurchase 15% of outstanding shares from three minority shareholders, with completion scheduled for March 2025 and payment in two installments."
1. Parties: Identification of the company and selling shareholders
2. Background: Context of the share buyback and company information
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core terms of the share buyback including price and number of shares
5. Completion: Timing and mechanics of the buyback transaction
6. Representations and Warranties: Standard warranties from both parties
7. Conditions Precedent: Requirements to be met before completion
8. Governing Law: Jurisdiction and applicable law
1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals needed
2. Tax Provisions: Include when specific tax treatment or arrangements are required
3. Whitewash Provisions: Required when takeover implications need to be addressed
4. Restrictive Covenants: Include when selling shareholders need to be bound by non-compete provisions
1. Share Details: Details of shares being bought back including class and rights
2. Completion Requirements: List of documents and actions required at completion
3. Form of Solvency Statement: Required format for director's solvency statement
4. Shareholder Resolutions: Required corporate approvals
5. Transfer Instruments: Share transfer forms and other required documentation
Authors
Board
Business Day
Completion
Completion Date
Company
Companies Act
Conditions Precedent
Consideration
Director(s)
Encumbrance
Financial Year
Governing Law
Group
Listing Manual
Long-Stop Date
Material Adverse Change
Notice
Ordinary Shares
Party/Parties
Purchase Price
Related Corporation
Relevant Shares
Securities and Futures Act
Selling Shareholder(s)
SGX-ST
Share Capital
Shareholders
Shares
Singapore
Solvency Statement
Subsidiary
Tax
Transaction Documents
Transfer Instruments
Treasury Shares
Warranties
Working Hours
Consideration
Completion
Conditions Precedent
Representations and Warranties
Solvency Statement
Regulatory Compliance
Selling Shareholder Obligations
Company Obligations
Payment Terms
Transfer Mechanics
Board Approval
Shareholder Approval
Confidentiality
Announcements
Tax Matters
Costs and Expenses
Further Assurance
Notices
Assignment
Entire Agreement
Variation and Waiver
Severability
Force Majeure
Termination
Governing Law
Dispute Resolution
Counterparts
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