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Sales Of Shares Agreement
"I need a Sales of Shares Agreement for the sale of 30% shareholding in my Singapore technology startup to a venture capital investor, with specific provisions for board representation and anti-dilution rights."
1. Parties: Identification and details of the seller(s) and buyer(s)
2. Background: Context of the transaction and company details
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Timing and mechanics of the transfer
6. Warranties and Representations: Seller's assurances about the shares and company
7. Governing Law: Jurisdiction and applicable law
1. Conditions Precedent: Pre-completion conditions required for complex transactions requiring regulatory approvals or third-party consents
2. Non-Compete Provisions: Restrictions on seller's future activities, used when protecting business interests post-sale
3. Tax Indemnity: Specific tax-related protections for transactions with significant tax implications
1. Schedule 1 - Share Details: Detailed description of shares being transferred
2. Schedule 2 - Warranties: Comprehensive list of seller's warranties
3. Schedule 3 - Company Information: Key details about the company including financial statements
4. Schedule 4 - Completion Obligations: List of actions required at completion
5. Schedule 5 - Encumbrances: List of any existing charges or encumbrances on shares
Authors
Business Day
Closing
Closing Date
Company
Completion
Completion Date
Consideration
Deed
Encumbrance
Group
Long Stop Date
Loss
Material Adverse Change
Party/Parties
Purchase Price
Purchaser
Sale Shares
Seller
Share Capital
Shareholders
Signing Date
SGD
Subsidiaries
Tax
Transaction
Transaction Documents
Transfer
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Completion Obligations
Post-Completion Obligations
Warranties and Representations
Seller Warranties
Purchaser Warranties
Limitations on Liability
Indemnification
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs and Expenses
Entire Agreement
Variation
Waiver
Severability
Force Majeure
Governing Law
Dispute Resolution
Counterparts
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