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Share Purchase Agreement And Shareholders Agreement
"Need a Share Purchase Agreement And Shareholders Agreement for the acquisition of 60% stake in a Singapore-based fintech startup, with special emphasis on anti-dilution protection and technology transfer provisions, to be completed by March 2025."
1. Parties: Identification of all parties to the agreement including seller(s), purchaser(s), and the company
2. Background: Context of the transaction and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including price, payment terms, and completion mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Completion date, location, and obligations of each party
7. Warranties and Representations: Statements of fact and assurances given by parties
8. Board Composition: Structure and appointment rights for the board of directors
9. Reserved Matters: Decisions requiring special approval
10. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Right of majority to force minority to join in sale
3. Anti-Dilution Protection: Protection against share value dilution in subsequent funding rounds
4. Non-Compete Provisions: Restrictions on competitive activities post-transaction
1. Share Capital Structure: Details of company's share capital and shareholding
2. Warranties: Detailed warranties given by seller
3. Disclosure Letter: Exceptions to warranties
4. Company Information: Key details about the company including financial statements
5. Reserved Matters List: Detailed list of matters requiring special approval
6. Completion Obligations: Detailed list of documents and actions required at completion
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