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Equity Purchase Agreement
"Need an Equity Purchase Agreement for the acquisition of 60% shareholding in a Singapore tech startup, with specific provisions for staged payments and founder retention agreements, targeting completion by March 2025."
1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and brief description of the target company
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Completion: Mechanics and timing of the closing process
7. Warranties and Representations: Statements of fact and assurances by both parties
8. Governing Law and Jurisdiction: Choice of Singapore law and courts
1. Pre-Completion Undertakings: Conduct of business between signing and completion - used when there's a gap between signing and completion
2. Post-Completion Covenants: Ongoing obligations after completion - used when parties need ongoing commitments
3. Non-Compete Provisions: Restrictions on seller's future activities - used when protecting goodwill of the business
1. Share Details: Details of shares being transferred including share certificates
2. Warranties: Detailed warranties about the company and business
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Company Information: Corporate information about the target company
5. Disclosure Letter: Exceptions to warranties provided by seller
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Equity Shares
Governmental Authority
Group
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Adverse Effect
Notice
Ordinary Course of Business
Party/Parties
Purchase Price
Sale Shares
SGD
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
Transfer
Warranties
Working Capital
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
Force Majeure
Termination
Notices
Costs and Expenses
Entire Agreement
Amendment and Waiver
Severability
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Tax Matters
Share Transfer Mechanics
Regulatory Compliance
Information Rights
Board Composition
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