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Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement governed by Singapore law for the acquisition of 25% shares in a technology startup, with completion scheduled for March 2025 and including tag-along rights for minority shareholders."

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Document background
The Forward Share Purchase Agreement is commonly used in Singapore for strategic corporate transactions where parties wish to lock in a future share purchase arrangement. This document type is particularly relevant when companies seek to structure phased acquisitions or when regulatory approvals are needed before completion. The agreement, governed by Singapore law, typically includes detailed provisions on purchase price mechanisms, conditions precedent, completion requirements, and warranties. It's especially important in Singapore's dynamic business environment where forward-looking corporate transactions require careful structuring within the local regulatory framework.
Suggested Sections

1. Parties: Identification and details of the buyer and seller

2. Background: Context of the transaction and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the forward purchase arrangement

5. Purchase Price: Pricing mechanism and payment terms

6. Completion: Process and requirements for closing the transaction

7. Warranties and Representations: Standard assurances from both parties

8. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Conditions Precedent: Pre-completion conditions that must be satisfied before the agreement becomes effective

2. Anti-dilution Provisions: Provisions protecting against share value dilution before completion

3. Tag-along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms

4. Regulatory Compliance: Specific provisions addressing compliance with SFA and MAS requirements

5. Pre-emption Rights: Rights of existing shareholders to purchase shares before they are offered to third parties

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being purchased including class, numbers, and rights attached

2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required at completion

3. Schedule 3 - Warranties: Comprehensive list of warranties given by each party

4. Schedule 4 - Company Information: Key details about the target company including corporate information and financial statements

5. Schedule 5 - Calculation Methods: Detailed methodology for price adjustments, valuations, and any earn-out calculations

6. Schedule 6 - Regulatory Approvals: List of required regulatory approvals and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Consideration Shares
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Forward Purchase Price
Forward Purchase Shares
Group
Group Company
Losses
Material Adverse Change
Party
Parties
Purchase Price
Purchaser
Relevant Authority
Sale Shares
Seller
Seller Warranties
SGX
Shareholders' Agreement
Shares
Singapore
Target Company
Target Group
Tax
Taxation
Transaction Documents
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Seller Warranties
Purchaser Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Anti-Dilution
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Board Representation
Information Rights
Termination
Force Majeure
Assignment
Notices
Costs and Expenses
Announcements
Further Assurance
Entire Agreement
Severability
Variation and Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Industries

Companies Act 1967: Primary legislation governing company law in Singapore, including share transfers, corporate structures, and shareholder rights

Securities and Futures Act 2001: Regulates securities markets, financial instruments, and trading activities in Singapore

Contract Law Reform Act 2023: Updates to Singapore contract law principles affecting commercial agreements

Civil Law Act 1909: Foundational legislation governing civil law matters and contractual relationships

Securities and Futures Regulations 2018: Detailed regulations regarding offers of investments, securities, and derivatives contracts

MAS Guidelines: Regulatory guidelines issued by Monetary Authority of Singapore affecting financial transactions

SGX Listing Rules: Requirements for listed companies on the Singapore Exchange, including disclosure obligations

SGX Trading Rules: Rules governing trading activities on the Singapore Exchange

Code of Corporate Governance: Guidelines for corporate governance practices in Singapore companies

Financial Advisers Act 2001: Regulates financial advisory services and related activities

Income Tax Act 1947: Tax implications for share purchases and corporate transactions

Stamp Duties Act 1929: Requirements for stamp duty payments on share transfer documents

Anti-Money Laundering Act 1992: Measures against money laundering and illegal transaction proceeds (Corruption, Drug Trafficking and Other Serious Crimes Act)

Competition Act 2004: Regulations regarding market competition and merger control requirements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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