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Term Sheet Share Purchase Agreement

Term Sheet Share Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Term Sheet Share Purchase Agreement

"Need a Term Sheet Share Purchase Agreement for acquisition of a Singapore-based technology startup, with earnout provisions and employee retention plans, targeting completion by March 2025."

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Document background
The Term Sheet Share Purchase Agreement is commonly used in Singapore's business environment as an initial step in share acquisition transactions. It is particularly valuable when parties need to document their preliminary understanding before committing to detailed legal documentation and due diligence. This document typically includes key commercial terms such as purchase price, payment structure, conditions precedent, and timeline, while adhering to Singapore's regulatory framework. It serves as a roadmap for the subsequent detailed Share Purchase Agreement and helps identify potential issues early in the negotiation process.
Suggested Sections

1. Parties: Identification of buyer, seller, and target company

2. Background: Context of the transaction and brief company history

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of proposed share purchase arrangement

5. Purchase Price: Consideration and payment terms

6. Conditions Precedent: Key conditions that must be met before closing

7. Timeline: Expected dates for key milestones

Optional Sections

1. Exclusivity: Period during which seller cannot negotiate with other parties - used when buyer requires exclusive negotiation rights

2. Break Fee: Compensation if either party terminates negotiations - used in high-value transactions or where significant due diligence costs are expected

3. Management Retention: Terms for keeping key management post-acquisition - used when retention of key personnel is crucial

4. Earnout Provisions: Additional payments based on future performance - used when purchase price depends on future performance metrics

Suggested Schedules

1. Schedule 1: Share Capital Structure: Details of current shareholding and share classes

2. Schedule 2: Key Assets: List of material assets included in the transaction

3. Schedule 3: Due Diligence Requirements: Outline of required due diligence items

4. Schedule 4: Proposed Timetable: Detailed timeline for transaction completion

5. Appendix A: Pro-forma Balance Sheet: Projected financial position post-transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Industries

Companies Act 1967: Primary legislation governing company operations, share transfers, and corporate actions in Singapore

Securities and Futures Act 2001: Regulates securities trading, financial markets, and investor protection requirements

Income Tax Act 1947: Governs taxation implications of share transfers and corporate transactions

Stamp Duties Act 1929: Determines stamp duty obligations for share transfer documents and agreements

SGX Listing Rules: Compliance requirements if any party is listed on Singapore Exchange

MAS Regulations: Monetary Authority of Singapore regulatory requirements for financial transactions and corporate governance

Competition Act 2004: Merger control and competition law requirements for qualifying transactions

Foreign Ownership Restrictions: Regulations governing foreign ownership limits in specific industries

ACRA Requirements: Business registration and regulatory requirements from Accounting and Corporate Regulatory Authority

Code of Corporate Governance: Guidelines for corporate governance practices in Singapore companies

Company Constitution: Internal governing documents including share transfer restrictions and procedures

Tax Clearance Procedures: Requirements for tax clearance and compliance in share transfer transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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