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Stock Purchase Agreement Term Sheet
"Need a Stock Purchase Agreement Term Sheet for acquiring a Singapore-based fintech startup, with a proposed purchase price of SGD 15 million and specific provisions for intellectual property rights and key employee retention, targeting completion by March 2025."
1. Parties: Identification of buyer, seller, and company details
2. Background: Context of the transaction and current ownership structure
3. Definitions: Key terms used throughout the agreement
4. Purchase Price: Amount, payment terms, and adjustment mechanisms
5. Conditions Precedent: Prerequisites for closing the transaction
6. Closing Mechanics: Process and timing for completing the transaction
7. Representations and Warranties: Standard assurances from both parties
1. Break Fee: Compensation provisions if deal fails, typically used in larger transactions where significant due diligence costs are involved
2. Exclusivity: Provisions preventing seller from negotiating with other parties during a specified period, used when buyer requires protection during due diligence
3. Management Provisions: Post-closing management arrangements, included when current management will remain involved in operations
1. Share Capital Structure: Detailed breakdown of company's share capital and current ownership structure
2. Disclosure Schedule: List of exceptions to representations and warranties made in the main agreement
3. Required Consents: Comprehensive list of third-party approvals needed to complete the transaction
4. Form of Closing Documents: Templates for share transfer forms and other documents required at closing
Authors
Board
Business Day
Buyer
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Encumbrance
Execution Date
Governing Law
Long Stop Date
Material Adverse Change
Ordinary Shares
Party
Parties
Purchase Price
Sale Shares
Seller
SGD
Singapore Dollars
Shareholder
Shares
Stamp Duty
Target Company
Term Sheet
Transaction
Transfer
Warranties
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Closing Conditions
Representations and Warranties
Confidentiality
Exclusivity
Break Fee
Conduct of Business
Access to Information
Employee Matters
Regulatory Approvals
Tax Matters
Non-Competition
Non-Solicitation
Governing Law
Dispute Resolution
Notices
Assignment
Costs and Expenses
Time Period
Binding Effect
Termination Rights
Amendments
Entire Agreement
Further Assurances
Counterparts
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