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Equity Repurchase Agreement Generator for Singapore

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Key Requirements PROMPT example:

Equity Repurchase Agreement

"Need an Equity Repurchase Agreement for our Singapore-listed technology company to buy back 15% of shares from a retiring founder, with completion scheduled for March 2025 and payment to be made in three installments."

Document background
An Equity Repurchase Agreement is commonly used when a Singapore company wishes to buy back its shares from existing shareholders, whether for capital restructuring, exit arrangements, or employee share scheme purposes. The agreement must carefully navigate Singapore's regulatory framework, particularly the Companies Act's requirements regarding share buybacks and capital maintenance. The document typically includes detailed provisions on purchase price, completion mechanics, representations and warranties, and regulatory compliance requirements. Given Singapore's position as a major financial center, these agreements often involve sophisticated parties and may require consideration of cross-border elements.
Suggested Sections

1. Parties: Identification of the company and selling shareholders

2. Background: Context and purpose of the share repurchase

3. Definitions: Key terms used throughout the agreement

4. Purchase Price and Payment Terms: Agreed price per share and payment mechanisms

5. Conditions Precedent: Requirements to be met before completion

6. Completion Mechanics: Process and timing for executing the repurchase

7. Representations and Warranties: Standard assurances from both parties

8. Governing Law and Jurisdiction: Specification of Singapore law and courts

Optional Sections

1. Tag-Along Rights: Rights of other shareholders to participate in the repurchase - include when multiple shareholders are involved

2. Regulatory Compliance: Specific provisions for regulatory requirements - include for listed companies or regulated entities

3. Tax Provisions: Specific tax treatment and allocations - include when complex tax implications exist

4. Escrow Arrangements: Terms for holding funds in escrow - include when payment security is required

Suggested Schedules

1. Schedule 1 - Share Details: Schedule listing shares to be repurchased and their details

2. Schedule 2 - Completion Checklist: List of documents and actions required for completion

3. Schedule 3 - Form of Transfer Instrument: Template for share transfer documentation

4. Schedule 4 - Corporate Approvals: Copies of relevant board and shareholder resolutions

5. Schedule 5 - Calculation of Purchase Price: Detailed breakdown of price calculation if complex

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































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Industries

Companies Act (Cap. 50): Primary legislation governing share capital regulations, share buyback provisions (Sections 76B-76G), financial assistance restrictions, and maintenance of capital rules

Securities and Futures Act (Cap. 289): Regulates securities trading, market conduct requirements, disclosure obligations, and insider trading provisions

SGX Listing Rules: For listed companies: governs share buyback requirements, disclosure obligations, shareholder approval requirements, and price restrictions

Income Tax Act: Covers tax implications of share buybacks and stamp duty considerations

Competition Act (Cap. 50B): Addresses potential competition concerns arising from share repurchases

MAS Guidelines: Regulatory guidelines from Monetary Authority of Singapore, including capital adequacy requirements for financial institutions

Singapore Common Law (Contract Law): Fundamental contract law principles including formation, consideration, terms and conditions, breach and remedies

Corporate Governance Code: Guidelines for related party transactions, board approval processes, and shareholder rights

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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