The Sale Of Shares In Private Company Agreement is a crucial document used when transferring ownership of shares in a private company under Singapore law. It's commonly used in business acquisitions, investment transactions, and corporate restructuring. The agreement covers essential elements including share valuation, payment terms, warranties about the company's status, and conditions for completion. It must comply with Singapore's Companies Act 1967 and other relevant regulations, while also addressing practical considerations such as board approval requirements and share transfer restrictions in the company's constitution. This document is particularly important in Singapore's dynamic business environment, where private company transactions are frequent and require robust legal documentation.
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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 ReΊμΠΣΦ±²₯s: Pro-forma board reΊμΠΣΦ±²₯s approving the transfer
6. Schedule 6 - Disclosure Letter: Seller's disclosures against the warranties
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