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Sale Of Shares In Private Company Agreement
"I need a Sale Of Shares In Private Company Agreement for the sale of 30% shareholding in a Singapore tech startup to a foreign investor, with specific warranties about intellectual property rights and completion scheduled for March 2025."
1. Parties: Identification and details of the seller(s) and buyer(s) of the shares
2. Background: Context of the transaction, company information, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including details of shares being sold and purchase price
5. Completion: Timing, mechanics, and requirements for transfer completion
6. Warranties and Representations: Standard warranties about share ownership, company status, and other key assurances
7. Stamp Duty: Provisions regarding payment of stamp duty and related obligations
8. Confidentiality: Obligations regarding confidential information and announcement restrictions
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Conditions Precedent: Pre-completion conditions such as regulatory approvals or third-party consents
2. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities and employee solicitation
3. Tax Indemnity: Specific tax-related protections and indemnities
4. Earn-out Provisions: Mechanisms for additional payments based on future performance
5. Pre-Completion Undertakings: Obligations of parties between signing and completion
6. Post-Completion Adjustments: Mechanisms for purchase price adjustments after completion
1. Schedule 1 - Share Details: Details of shares being transferred including share numbers and certificates
2. Schedule 2 - Company Information: Key company details including financial statements and material contracts
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Completion Requirements: List of documents and actions required at completion
5. Schedule 5 - Board Resolutions: Pro-forma board resolutions approving the transfer
6. Schedule 6 - Disclosure Letter: Seller's disclosures against the warranties
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