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Sale Of Shares Contract
"I need a Sale of Shares Contract under Singapore law for the transfer of 30% shareholding in my tech startup to a venture capital investor, with completion scheduled for March 2025 and including standard warranties and non-compete provisions."
1. Parties: Details of the seller(s) and purchaser(s) of the 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 including price and number of shares
5. Completion: Details of when and how the transfer will be completed
6. Warranties and Representations: Standard warranties about share ownership and authority to sell
7. Payment Terms: Details of how and when payment will be made
1. Conditions Precedent: Used when completion is subject to certain conditions being met, typically for complex transactions or when regulatory approvals are needed
2. Non-Competition Clause: Restrictions on seller's future business activities, used when protecting company's business interests is crucial
3. Tag-Along Rights: Rights of minority shareholders to join in the sale, applicable when dealing with multiple shareholders
4. Drag-Along Rights: Rights to force minority shareholders to join in the sale, applicable when dealing with multiple shareholders
1. Share Details Schedule: Detailed information about the shares being transferred
2. Company Information Schedule: Key details about the company whose shares are being transferred
3. Warranties Schedule: Detailed warranties and representations by the seller
4. Completion Requirements Schedule: List of documents and actions required at completion
5. Board Resolutions: Copies of relevant board approvals
Authors
Business Day
Completion
Completion Date
Consideration
Company
Disclosed
Encumbrance
Existing Shareholders
Governmental Authority
Parties
Purchase Price
Sale Shares
Seller's Warranties
Share Capital
Shares
Singapore Dollars
Stamp Duty
Transfer
Transaction Documents
Warranties
Working Hours
Constitutional Documents
Board of Directors
Confidential Information
Material Adverse Change
Permitted Encumbrances
Related Corporation
Relevant Authority
SGX
Subsidiary
Tax
Third Party Rights
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Seller's Warranties
Purchaser's Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Further Assurance
Assignment
Notices
Costs and Expenses
Stamp Duty
Entire Agreement
Variation
Waiver
Severability
Force Majeure
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Board Representation
Shareholder Approvals
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