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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
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