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Security Purchase Agreement
"I need a Security Purchase Agreement for my Singapore-based technology startup to sell 15% of our company's shares to a venture capital firm, with closing expected by March 2025 and including standard representations about our intellectual property and customer contracts."
1. Parties: Identification of buyer, seller, and any other relevant parties to the security purchase agreement
2. Background: Context of the transaction and relationship between parties, including the intent to sell and purchase securities
3. Definitions: Key terms used throughout the agreement, including specific securities terminology under Singapore law
4. Sale and Purchase of Securities: Core transaction terms including price, quantity, and type of securities being transferred
5. Closing Conditions: Prerequisites for completing the transaction, including regulatory approvals under Singapore law
6. Representations and Warranties: Statements of fact and assurances from both parties, including compliance with Singapore securities laws
7. Covenants: Ongoing obligations of the parties, including compliance with Singapore regulatory requirements
8. Termination: Circumstances under which the agreement can be terminated and consequences thereof
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for dispute resolution
1. Board Approval: Required when corporate approval is needed under Singapore Companies Act requirements
2. Regulatory Approvals: Specific requirements for MAS or other regulatory approvals under Singapore law
3. Tag-Along Rights: Rights of minority shareholders to join in sale, particularly relevant for private company transactions
4. Earn-Out Provisions: Additional payment terms based on future performance metrics
5. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds
1. Schedule 1 - Securities Details: Detailed description of securities being purchased, including class, rights, and restrictions
2. Schedule 2 - Disclosure Schedule: Exceptions to representations and warranties made by the seller
3. Schedule 3 - Required Consents: List of third-party and regulatory approvals needed under Singapore law
4. Schedule 4 - Form of Transfer Instruments: Templates for share transfer forms and other instruments required under Singapore law
5. Schedule 5 - Closing Checklist: List of documents and actions required for closing, including regulatory filings
Authors
Business Day
Closing
Closing Date
Company
Consideration
Disclosed Information
Encumbrance
Event of Default
Governing Law
Material Adverse Change
MAS
Party/Parties
Purchase Price
Purchaser
Regulatory Approvals
Related Corporation
Representatives
Securities
Security Interest
Seller
SFA
SGX
Shareholders' Agreement
Shares
Singapore
Tax
Transaction Documents
Transfer
Warranties
Working Capital
Completion
Conditions Precedent
Confidential Information
Due Diligence
Financial Statements
Indemnification
Intellectual Property Rights
Loss
Notice
Ordinary Course of Business
Permitted Transferee
Registration Rights
Surviving Provisions
Term
Third Party Rights
Purchase Price
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Covenants
Pre-Closing Covenants
Post-Closing Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Registration Rights
Information Rights
Board Representation
Regulatory Compliance
Due Diligence
Material Adverse Change
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Costs and Expenses
Third Party Rights
Further Assurance
Counterparts
Time of Essence
Survival
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