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Agreement For Sale And Purchase Of Shares
"I need an Agreement For Sale And Purchase Of Shares for acquiring a Singapore tech startup, where we're buying 100% of the shares with an earn-out structure over 3 years and need strong IP warranties, targeting completion by March 2025."
1. Parties: Identification of buyer, seller, and any guarantors
2. Background: Context of the transaction and brief company history
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Statements of fact about the company and shares
7. Confidentiality: Protection of sensitive information
8. Governing Law: Specification of Singapore law and jurisdiction
1. Pre-completion Conditions: Conditions that must be met before completion - used for complex transactions or where regulatory approvals needed
2. Non-competition: Restrictions on seller's future business activities - used when protecting goodwill of the business
3. Tax Indemnity: Specific tax-related protections - used for larger transactions or where tax risks identified
4. Earn-out Provisions: Future payment mechanisms based on performance - used when part of purchase price is contingent on future performance
1. Share Details: Details of shares being transferred including share certificates
2. Warranties: Detailed warranties about the company and business
3. Company Information: Key corporate information and financial statements
4. Properties and Assets: List of material assets and properties
5. Material Contracts: Summary of key business contracts
6. Completion Obligations: Detailed list of completion deliverables
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