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Sale Of Shares In Private Company Agreement
"I need a Sale Of Shares In Private Company Agreement for the sale of 30% shareholding in a Singapore tech startup to a foreign investor, with specific warranties about intellectual property rights and completion scheduled for March 2025."
1. Parties: Identification and details of the seller(s) and buyer(s) of the shares
2. Background: Context of the transaction, company information, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including details of shares being sold and purchase price
5. Completion: Timing, mechanics, and requirements for transfer completion
6. Warranties and Representations: Standard warranties about share ownership, company status, and other key assurances
7. Stamp Duty: Provisions regarding payment of stamp duty and related obligations
8. Confidentiality: Obligations regarding confidential information and announcement restrictions
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Conditions Precedent: Pre-completion conditions such as regulatory approvals or third-party consents
2. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities and employee solicitation
3. Tax Indemnity: Specific tax-related protections and indemnities
4. Earn-out Provisions: Mechanisms for additional payments based on future performance
5. Pre-Completion Undertakings: Obligations of parties between signing and completion
6. Post-Completion Adjustments: Mechanisms for purchase price adjustments after completion
1. Schedule 1 - Share Details: Details of shares being transferred including share numbers and certificates
2. Schedule 2 - Company Information: Key company details including financial statements and material contracts
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Completion Requirements: List of documents and actions required at completion
5. Schedule 5 - Board Resolutions: Pro-forma board resolutions approving the transfer
6. Schedule 6 - Disclosure Letter: Seller's disclosures against the warranties
Authors
Agreement
Board
Business Day
Completion
Completion Date
Consideration
Constitutional Documents
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Parties
Purchase Price
Sale Shares
Seller's Warranties
Signing Date
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Hours
SGD
S$
Confidential Information
Business
Related Corporation
Claim
Conditions Precedent
Directors
Due Diligence Materials
Governmental Authority
Key Employees
Material Contracts
Permits
Records
Share Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnities
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Entire Agreement
Variations
Waiver
Severability
Costs
Force Majeure
Governing Law
Dispute Resolution
Counterparts
Third Party Rights
Time of Essence
Data Protection
Announcements
Survival of Obligations
Set-off
Board Approval
Shareholder Approval
Regulatory Compliance
Anti-Corruption
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