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Agreement For Sale Of Shares
"I need an Agreement For Sale Of Shares for the sale of 25% shareholding in my Singapore technology startup to a venture capital investor, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."
1. Parties: Identification of seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction and brief description of the company whose shares are being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed
6. Warranties and Representations: Standard warranties about share ownership, authority to sell, and company status
7. Governing Law: Specification of Singapore law as governing law
8. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Conditions that must be met before completion - used for complex transactions or when regulatory approvals are needed
2. Non-Competition: Restrictions on seller's future business activities - used when protecting business interests post-sale
3. Tax Indemnity: Specific tax-related protections - used for larger transactions or where tax risks are identified
4. Earn-out Provisions: Future payment mechanisms based on performance - used when part of purchase price is contingent on future performance
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Company Information Schedule: Key details about the company including financial statements
3. Warranties Schedule: Detailed warranties and representations about the company and shares
4. Completion Requirements Schedule: List of documents and actions required at completion
5. Encumbrances Schedule: List of any existing charges or encumbrances on the shares
Authors
Agreement
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Indemnities
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Parties
Purchase Price
Purchaser
Related Corporation
Sale Shares
Seller
SGX
Shareholder
Shares
Singapore Dollars
SGD
Subsidiary
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Amendments
Third Party Rights
Counterparts
Waiver
Time of Essence
Survival of Provisions
Announcements
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