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Shareholder Purchase Agreement
"I need a Shareholder Purchase Agreement for the sale of 25% of shares in my Singapore technology startup to a venture capital investor, with completion planned for March 2025 and including standard warranties and anti-dilution provisions."
1. Parties: Identification of buyer(s) and seller(s) of shares, including full legal names and registered addresses
2. Background: Context of the transaction, including company details and rationale for share purchase
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Process and requirements for closing the transaction
7. Warranties and Representations: Standard warranties about share ownership, authority to sell, and company status
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Non-Competition Covenants: Restrictions on seller's future business activities, used when seller remains active in the same industry
2. Employee Matters: Provisions regarding key employees and management, used when transaction affects employment arrangements
3. Tax Indemnities: Specific tax-related protections, used for complex transactions with tax implications
4. Earn-out Provisions: Additional payment mechanisms based on future performance, used when part of purchase price is contingent on future events
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Warranties Schedule: Detailed warranties and representations
3. Company Information Schedule: Key company information including assets, contracts, and liabilities
4. Completion Requirements Schedule: Detailed list of documents and actions required at completion
5. Disclosure Letter: Exceptions to warranties and representations
6. Board Resolutions: Copies of relevant board approvals
Authors
Agreement
Board
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Event of Default
Existing Shareholders
Financial Statements
Force Majeure
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Notice
Ordinary Shares
Parties
Purchase Price
Purchaser
Regulatory Approvals
Related Party
Sale Shares
Seller
SGX
Share Capital
Shareholders
Signing Date
Singapore Dollars
SGD
Taxes
Transaction Documents
Warranties
Working Day
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Seller Warranties
Company Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Intellectual Property
Pre-Completion Covenants
Post-Completion Covenants
Further Assurance
Assignment
Notices
Force Majeure
Termination
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Amendments
Waiver
Severability
Costs and Expenses
Announcements
Third Party Rights
Counterparts
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