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Share Block Sale Agreement
"I need a Share Block Sale Agreement for the sale of 25% shareholding in a Singapore technology company to a foreign investor, with specific focus on technology transfer restrictions and data protection warranties, to be completed by March 2025."
1. Parties: Identification of seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction and brief company history
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: Standard warranties about share ownership and authority to sell
7. Payment Terms: Details of consideration and payment mechanism
1. Conditions Precedent: Pre-completion conditions - used when completion is subject to regulatory approvals or other conditions
2. Non-Compete Provisions: Restrictions on seller's future activities - used when seller might compete with the company post-sale
3. Tax Indemnity: Specific tax-related protections - used when tax liabilities might arise from pre-completion period
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates
2. Schedule 2 - Warranties: Detailed warranties about the company and shares
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Company Information: Key corporate information and financial statements
Authors
Board
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Long Stop Date
Material Adverse Change
Parties
Purchase Price
Sale Shares
Seller
Seller's Warranties
SGD
Share Certificates
Shareholders' Agreement
Signing Date
Singapore
Stamp Duty
Subsidiaries
Tax
Third Party Rights
Transaction Documents
Transfer Forms
USD
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Warranties and Representations
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Board Composition
Shareholder Rights
Tag-Along Rights
Drag-Along Rights
Further Assurance
Notices
Assignment
Costs and Expenses
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendments
Third Party Rights
Counterparts
Survival
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