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Stock Purchase Agreement Private Company
"I need a Stock Purchase Agreement Private Company for the acquisition of 60% shares in a Singapore tech startup, with an earn-out mechanism and specific provisions for retaining key employees for at least 24 months after completion in March 2025."
1. Parties: Identification and details of the buyer(s) and seller(s)
2. Background: Context of the transaction and company information
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: Prerequisites that must be satisfied before completion
6. Completion: Timing and mechanics of the transfer
7. Warranties and Representations: Standard assurances from both parties regarding the shares, company, and authority to enter into the agreement
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Non-Competition: Restrictions on seller's future business activities to protect the purchased business
2. Employee Matters: Provisions relating to retention and treatment of key employees post-sale
3. Earn-out Provisions: Additional payment terms based on future performance metrics of the company
4. Tag-Along/Drag-Along Rights: Rights for minority shareholders in case of future share sales
1. Schedule 1 - Share Details: Detailed information about the shares being transferred including class, number, and current ownership
2. Schedule 2 - Warranties: Comprehensive list of warranties given by the seller regarding the company and its business
3. Schedule 3 - Company Information: Key company details including financial statements, material contracts, and assets
4. Schedule 4 - Completion Obligations: Detailed list of actions and documents required at completion
5. Schedule 5 - Disclosed Matters: List of exceptions to warranties and specific disclosures made by the seller
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed Documents
Disclosure Letter
Encumbrance
Group
Long Stop Date
Material Adverse Change
Purchase Price
Sale Shares
Share Capital
Signing Date
Subsidiaries
Target Company
Transaction Documents
Warranties
Working Capital
Board
Constitutional Documents
Directors
Financial Statements
Intellectual Property Rights
Key Employees
Losses
Material Contracts
Permitted Encumbrances
Related Party
Tax
Taxation
Third Party Rights
Business
Confidential Information
Due Diligence Materials
Governmental Authority
Indemnity
Liabilities
SGD
Singapore Dollars
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Seller Warranties
Buyer Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Due Diligence
Tax Matters
Employee Matters
Intellectual Property
Material Contracts
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Information Rights
Announcements
Further Assurance
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Amendments
Waiver
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
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