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Shareholder Buyout Agreement
"I need a Shareholder Buyout Agreement for my Singapore tech startup where two founding shareholders are selling their combined 30% stake to the remaining founders, with completion planned for March 2025 and payment in three installments."
1. Parties: Identification of buying and selling shareholders, and the company
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 shares being sold and purchase price
5. Completion: Timing and mechanics of the transfer
6. Warranties and Representations: Standard assurances from both parties
7. Confidentiality: Non-disclosure obligations
8. Governing Law: Jurisdiction and dispute resolution
1. Non-Compete Provisions: Restrictions on selling shareholder's future business activities to protect company interests
2. Employee Matters: Terms regarding employment termination or continuation when seller is also an employee/director
3. Tax Indemnities: Special protections and arrangements regarding tax liabilities and obligations
4. Earn-out Provisions: Mechanisms for additional payments based on future company performance
1. Schedule 1 - Share Details: Detailed description of shares being transferred including share certificates
2. Schedule 2 - Completion Obligations: Checklist of actions required at completion
3. Schedule 3 - Company Information: Key company details and financial statements
4. Schedule 4 - Warranties: Detailed warranties given by seller
5. Schedule 5 - Board Resolutions: Required company approvals and board resolutions
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