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Agreement For Transfer Of Shares
"I need an Agreement For Transfer Of Shares to sell my 30% shareholding in a Singapore technology startup to a venture capital firm, with completion scheduled for March 2025 and including earn-out provisions based on future revenue targets."
1. Parties: Identification of transferor(s) and transferee(s) with full legal details
2. Background: Context of the transfer, including company details and reason for transfer
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core terms of the transfer including number of shares and price
5. Completion: Timing and mechanics of the transfer completion
6. Warranties and Representations: Standard warranties about share ownership and authority to transfer
7. Governing Law: Specification of Singapore law as governing law
1. Conditions Precedent: Used when transfer is subject to specific conditions being met, such as regulatory approvals or third-party consents
2. Non-Compete Provisions: Restrictions on transferor's future business activities, typically used when transferor is a key person in the business
3. Tag-Along Rights: Rights of other shareholders to join the transfer, relevant in companies with multiple shareholders
4. Earn-Out Provisions: Additional payment terms based on future performance, used when part of purchase price is contingent on future events
1. Share Details Schedule: Details of shares being transferred including share certificate numbers
2. Completion Obligations: List of actions and documents required at completion
3. Warranties Schedule: Detailed warranties given by transferor
4. Company Information: Key company details including financial statements if relevant
Authors
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Existing Shareholders Agreement
Group
Loss
Material Adverse Change
Party
Parties
Purchase Price
Sale Shares
Share Capital
Shareholders
Signing Date
Singapore Dollars
SGD
Tax
Taxation
Third Party Rights
Transaction Documents
Transfer
Transferee
Transferor
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs and Expenses
Entire Agreement
Variation and Waiver
Severability
Force Majeure
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
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