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Takeover Agreement By Transfer Of Company Shares
"I need a Takeover Agreement By Transfer Of Company Shares for acquiring a Singapore-based software development company, with a purchase price of SGD 5 million to be paid in three installments, including specific warranties about the company's intellectual property and client contracts, with completion scheduled for March 2025."
1. Parties: Identification of seller(s) and purchaser(s) including full legal names and registration details
2. Background: Company information, context of the transaction, and purpose of share transfer
3. Definitions: Key terms and their meanings used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including purchase price, payment terms, and details of shares being transferred
5. Conditions Precedent: Prerequisites that must be satisfied before completion of the share transfer
6. Completion: Timing, location, and mechanics of transfer including actions required at completion
7. Warranties and Representations: Standard assurances from both parties regarding their capacity and authority
8. Governing Law and Jurisdiction: Singapore law as governing law and jurisdiction for dispute resolution
1. Non-Compete Provisions: Restrictions on seller's future business activities to protect the purchased business
2. Employee Matters: Provisions dealing with existing employment contracts and employee rights
3. Tax Indemnities: Specific protections regarding tax liabilities and obligations
4. Earn-out Provisions: Mechanism for additional payments based on future performance metrics
1. Schedule 1 - Share Details: Comprehensive details of shares being transferred including class, number, and percentage of ownership
2. Schedule 2 - Company Information: Corporate details including registration information, directors, and corporate structure
3. Schedule 3 - Warranties: Detailed list of warranties given by the seller regarding the company and its business
4. Schedule 4 - Properties and Assets: Inventory of company's material assets and properties
5. Schedule 5 - Material Contracts: List of significant business agreements and commercial contracts
6. Schedule 6 - Intellectual Property: Details of company's IP rights, registrations, and licenses
Authors
Agreement
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosure Letter
Encumbrance
Group
Long Stop Date
Material Adverse Change
Purchase Price
Purchaser
Sale Shares
Seller
Seller's Warranties
SGX
Shareholders' Agreement
Singapore Dollar or SGD
Subsidiaries
Target Company
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Board
Business
Confidential Information
Directors
Intellectual Property Rights
Losses
Material Contracts
Ordinary Course of Business
Properties
Related Corporation
Relevant Authority
Share Capital
Third Party Rights
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Seller Warranties
Purchaser Warranties
Indemnities
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Material Contracts
Assignment
Force Majeure
Termination
Remedies
Announcements
Notices
Costs and Expenses
Stamp Duty
Further Assurance
Waiver
Severability
Entire Agreement
Variation
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
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