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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."
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
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
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
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