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Preliminary Share Purchase Agreement
"Need a Preliminary Share Purchase Agreement for acquisition of a Singapore-based technology startup, with specific provisions for intellectual property due diligence and an exclusivity period until March 2025, purchase price approximately SGD 5 million."
1. Parties: Identification of buyer(s) and seller(s) with full legal details
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares and price
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Pre-Completion Obligations: Parties' obligations between signing and completion
7. Completion Mechanics: Process and requirements for closing the transaction
8. Warranties and Representations: Basic warranties about capacity to enter agreement
9. Governing Law and Jurisdiction: Choice of Singapore law and courts
1. Due Diligence: Process for buyer's investigation of company - include when due diligence is not yet complete
2. Break Fee: Compensation if deal doesn't proceed - include for larger transactions or where significant costs involved
3. Exclusivity: Seller's commitment not to negotiate with others - include when buyer requires protection during negotiations
4. Confidentiality: Protection of sensitive information - include if not covered by separate NDA
1. Target Company Information: Corporate details, share capital structure
2. Form of Warranties: Detailed warranties to be given in final agreement
3. Conditions Precedent Checklist: List of required approvals and conditions
4. Completion Checklist: Documents and actions required at completion
5. Due Diligence Requirements: Scope and process for due diligence if applicable
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