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Contract Of Sale Of Shares
"I need a Contract Of Sale Of Shares for selling 40% of my Singapore tech startup to a venture capital firm, including specific warranties about our intellectual property and customer contracts, with completion scheduled for March 2025."
1. Parties: Identification of seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction and company details
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 completion
6. Warranties and Representations: Standard warranties about the shares and company
7. Governing Law and Jurisdiction: Specification of Singapore law and courts
1. Conditions Precedent: Pre-completion conditions that must be satisfied before the agreement becomes effective
2. Pre-completion Undertakings: Obligations between signing and completion, including conduct of business requirements
3. Non-compete Provisions: Restrictions on seller's future activities to protect business value post-sale
4. Tax Indemnity: Specific tax-related protections and indemnities for complex transactions with tax risks
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates and shareholding structure
2. Schedule 2 - Company Information: Key company details including financial statements and material contracts
3. Schedule 3 - Warranties: Detailed warranties about the company, business, and assets
4. Schedule 4 - Completion Obligations: List of actions and documents required at completion
5. Schedule 5 - Form of Transfer Instrument: Share transfer form and other required documentation for effecting the transfer
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