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Company Share Sale Agreement
"I need a Company Share Sale Agreement for the sale of 100% of shares in my Singapore tech startup to a US-based corporation, with completion scheduled for March 2025 and including specific warranties about our intellectual property and customer contracts."
1. Parties: Details of the seller(s) and purchaser(s), including full legal names and registered addresses
2. Background/Recitals: Context of the transaction, including company details and reason for the share sale
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will take place, including conditions precedent
6. Seller's Warranties: Standard warranties about the shares, company status, and business operations
7. Purchaser's Warranties: Warranties regarding capacity to purchase and funding
8. Confidentiality: Obligations regarding transaction confidentiality and company information
9. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Pre-Completion Obligations: Obligations between signing and completion - used for deals with a gap between signing and completion
2. Non-Competition Covenant: Restrictions on seller's future business activities - used when protecting business goodwill is crucial
3. Tax Indemnity: Specific indemnities for tax liabilities - used for complex corporate structures or high-value deals
4. Employee Matters: Provisions regarding existing employees - used when employee retention is crucial
5. Earn-out Provisions: Additional payment terms based on future performance - used when part of purchase price is contingent on performance
1. Share Details: Details of shares being transferred including share certificates
2. Company Information: Key company details, assets, and financial information
3. Warranties: Detailed warranties about the company and business
4. Completion Requirements: List of documents and actions required at completion
5. Disclosed Matters: Exceptions to warranties and known issues
6. Properties: Details of company's real estate assets if applicable
7. Material Contracts: List and details of key business contracts
8. Intellectual Property: Schedule of IP rights owned by the company
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