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Transfer Of Shares Agreement
"I need a Transfer of Shares Agreement for the sale of 35% shareholding in my Singapore tech startup to a foreign investor, with completion scheduled for March 2025 and including non-compete provisions for key founders."
1. Parties: Identification of transferor(s) and transferee(s), including full legal names and addresses
2. Background/Recitals: Context of the transfer, details of the company whose shares are being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including deliverables
6. Warranties: Standard warranties from transferor regarding ownership and authority to sell
7. Governing Law: Specification of Singapore law as governing law
1. Conditions Precedent: Required when transfer is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Non-Competition: Restrictions on transferor's future business activities and competition protections
3. Tax Indemnities: Specific tax-related promises and protections for high-value transfers or complex tax situations
4. Confidentiality: Obligations regarding confidential information and business secrets
1. Schedule 1 - Share Details: Details of shares being transferred including share certificate numbers
2. Schedule 2 - Company Information: Key details about the company whose shares are being transferred
3. Schedule 3 - Form of Transfer Instrument: Standard share transfer form required under Singapore law
4. Schedule 4 - Board Resolutions: Copies of relevant board approvals for the transfer
5. Schedule 5 - Warranties: Detailed list of warranties if extensive warranties are given
Authors
Business Day
Company
Completion
Completion Date
Consideration
Encumbrance
Governmental Authority
Law
Parties
Purchase Price
Sale Shares
SGX
Shareholders' Agreement
Share Certificate
Singapore
Stamp Duty
Transfer
Transfer Instrument
Transferee
Transferor
Warranties
Working Day
Constitution
Board
Board Resolution
Conditions Precedent
Confidential Information
Disclosed Information
Material Adverse Change
Outstanding Indebtedness
Related Corporation
Relevant Authority
Tax
Transaction Documents
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Tax Covenants
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Variation
Waiver
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Board Approval
Regulatory Compliance
Share Transfer Mechanics
Stamp Duty
Company Constitution Compliance
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