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Stock Purchase Agreement
"Need a Stock Purchase Agreement for the acquisition of 60% shares in a Singapore tech startup, with an earn-out mechanism and specific provisions for protecting the company's intellectual property rights, targeting completion by March 2025."
1. Parties: Identification of buyer(s) and seller(s) with full legal details
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and price
5. Completion: Timing and mechanics of closing the transaction
6. Warranties: Seller's representations about the company and shares
7. Indemnification: Protection mechanisms for breach of warranties
8. Governing Law: Specification of Singapore law and jurisdiction
1. Pre-completion Obligations: Used when there's a gap between signing and completion, typically in complex transactions with conditions precedent
2. Non-competition: Restrictions on seller's future activities, used when protecting business interests post-sale
3. Earn-out Provisions: Additional payment terms based on future performance, used when part of purchase price is contingent on future events
4. Employee Matters: Provisions regarding key employees, used when retention of key staff is crucial
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Warranties Schedule: Detailed list of seller's warranties about the company
3. Company Information Schedule: Key corporate information and financial statements
4. Disclosure Letter: Exceptions to warranties and disclosed matters
5. Completion Obligations Schedule: Detailed list of actions required at completion
6. Form of Transfer Instruments: Template documents for executing the transfer
Authors
Affiliate
Agreement
Board
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Law
Losses
Material Adverse Change
Material Contracts
Ordinary Course of Business
Permitted Encumbrances
Purchase Price
Sale Shares
Seller's Knowledge
SGD
Share Capital
Subsidiaries
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Intellectual Property
Material Contracts
Assignment
Force Majeure
Termination
Notices
Further Assurance
Costs and Expenses
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
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