The Shareholder Buy-Sell Agreement is a crucial document for Singapore companies with multiple shareholders, providing a clear framework for managing ownership transitions. It helps prevent disputes by establishing predetermined procedures for share transfers, protecting both the company and individual shareholders. This agreement is particularly important for maintaining business continuity, ensuring fair treatment of departing shareholders, and protecting the interests of remaining shareholders. Under Singapore law, it must comply with the Companies Act 1967 and related regulations, while addressing specific circumstances such as death, retirement, or voluntary exit of shareholders.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Transfer Restrictions: Basic rules governing share transfers including right of first refusal and transfer process
5. Trigger Events: Events triggering buy-sell provisions including death, disability, retirement, termination of employment
6. Valuation Mechanism: Method for determining share price and frequency of valuations
7. Payment Terms: Structure and timing of payments, including any installment provisions
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Tag-Along Rights: Optional provisions protecting minority shareholders' right to join in sale of shares
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in sale
3. Insurance Provisions: Requirements for life/disability insurance to fund potential buy-outs
4. Non-Compete Clauses: Restrictions on competing activities after a shareholder exits
1. Schedule 1 - Current Shareholding Structure: Detailed breakdown of current share ownership and classes of shares
2. Schedule 2 - Valuation Formula: Detailed methodology for calculating share value
3. Schedule 3 - Form of Transfer Notice: Template notice for initiating share transfers
4. Schedule 4 - Insurance Requirements: Specifications of required insurance policies and coverage amounts
Relevant legal definitions
Agreement
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Default Event
Defaulting Shareholder
Effective Date
Encumbrance
Fair Market Value
Force Majeure Event
Insolvency Event
Material Adverse Change
Non-Defaulting Shareholders
Notice
Offer Notice
Option Period
Parties
Purchase Price
Related Corporation
Relevant Shares
Right of First Refusal
Sale Notice
SGD
Share Transfer
Shareholders
Shares
Singapore Dollar
Transfer Notice
Transferee
Transferor
Trigger Event
Valuation Date
Valuation Method
Working Day
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Default Event
Defaulting Shareholder
Effective Date
Encumbrance
Fair Market Value
Force Majeure Event
Insolvency Event
Material Adverse Change
Non-Defaulting Shareholders
Notice
Offer Notice
Option Period
Parties
Purchase Price
Related Corporation
Relevant Shares
Right of First Refusal
Sale Notice
SGD
Share Transfer
Shareholders
Shares
Singapore Dollar
Transfer Notice
Transferee
Transferor
Trigger Event
Valuation Date
Valuation Method
Working Day
Clauses
Share Transfer Restrictions
Right of First Refusal
Mandatory Purchase Events
Valuation
Payment Terms
Insurance Requirements
Tag-Along Rights
Drag-Along Rights
Death or Disability Provisions
Retirement Provisions
Transfer Process
Confidentiality
Non-Competition
Non-Solicitation
Dispute Resolution
Share Certificates
Notice Requirements
Amendment Procedures
Termination
Governing Law
Assignment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Force Majeure
Waiver
Counterparts
Right of First Refusal
Mandatory Purchase Events
Valuation
Payment Terms
Insurance Requirements
Tag-Along Rights
Drag-Along Rights
Death or Disability Provisions
Retirement Provisions
Transfer Process
Confidentiality
Non-Competition
Non-Solicitation
Dispute Resolution
Share Certificates
Notice Requirements
Amendment Procedures
Termination
Governing Law
Assignment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Force Majeure
Waiver
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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