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Share Buyout Agreement
"I need a Share Buyout Agreement for the purchase of 40% shareholding in a Singapore tech startup, with payment to be made in three installments over 6 months starting March 2025, and including non-compete provisions for the APAC region."
1. Parties: Identification of the selling shareholder(s) and purchasing party
2. Background: Context of the transaction and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares and price
5. Completion: Timing and mechanics of the transfer
6. Warranties and Representations: Statements of fact about the shares and company
7. Payment Terms: Structure and timing of payment
8. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Non-Competition Clause: Restrictions on seller's future business activities, used when seller might compete with the company post-sale
2. Earn-out Provisions: Additional payments based on future performance, used when part of purchase price is contingent on future performance
3. Tag-Along Rights: Rights of remaining shareholders to join the sale, used when there are multiple shareholders
4. Conditions Precedent: Prerequisites to completion, used when completion depends on specific conditions being met
1. Share Certificate Details: Details of share certificates being transferred
2. Company Information: Key details about the company including financial statements
3. Warranties Schedule: Detailed warranties given by the seller
4. Transfer Instruments: Share transfer forms and other necessary documentation
5. Payment Schedule: If payment is to be made in installments or subject to conditions
Authors
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Governmental Authority
Long Stop Date
Material Adverse Change
Purchase Price
Purchaser
Sale Shares
Seller
Shareholders' Agreement
Signing Date
Stamp Duty
Taxation
Transaction Documents
Transfer Documents
Warranties
Working Hours
SGX
Board of Directors
Constitutional Documents
Existing Shareholders
Losses
Related Corporation
Representatives
Singapore Dollars
Consideration
Conditions Precedent
Completion
Warranties and Representations
Seller's Covenants
Purchaser's Covenants
Confidentiality
Non-Competition
Non-Solicitation
Payment Terms
Tax Matters
Indemnification
Further Assurance
Assignment
Notices
Force Majeure
Entire Agreement
Severability
Variation
Costs and Expenses
Announcements
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Termination
Remedies
Waiver
Time of Essence
Survival
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