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Contract For Shares Of A Company
"I need a Contract For Shares Of A Company to document the sale of 30% of my technology startup's shares to a venture capital investor, with completion scheduled for March 2025 and including standard drag-along rights."
1. Parties: Identification of seller(s) and purchaser(s) of shares
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share transfer
5. Purchase Price: Consideration and payment terms
6. Completion: Timing and mechanics of the transfer
7. Warranties: Standard representations about the shares and company
8. Governing Law: Jurisdiction and applicable law
1. Conditions Precedent: Pre-completion requirements - used for complex transactions or regulatory approvals
2. Non-Competition: Restrictions on seller's future activities - used when seller remains active in the industry
3. Tag-Along Rights: Rights of minority shareholders to join in sale - used for partial stake sales
4. Drag-Along Rights: Rights to force minority shareholders to join sale - used for majority stake sales
1. Schedule 1 - Share Details: Details of shares being transferred including class, number, and percentage
2. Schedule 2 - Company Information: Key company details including registration, directors, and capital structure
3. Schedule 3 - Warranties: Detailed warranties about the company and its business
4. Schedule 4 - Completion Requirements: List of documents and actions required at completion
5. Schedule 5 - Existing Encumbrances: List of any existing charges or encumbrances on the shares
Authors
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Existing Shareholders
Group
Long Stop Date
Loss
Material Adverse Change
Parties
Purchase Price
Purchaser
Sale Shares
Seller
Shareholders' Agreement
SGD
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Hours
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Announcements
Costs and Expenses
Notices
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Force Majeure
Termination
Survival
Tag-Along Rights
Drag-Along Rights
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