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Share Acquisition Agreement
"I need a Share Acquisition Agreement for the purchase of 75% shareholding in a Singapore technology company, with an earn-out mechanism based on 2025 performance targets and specific warranties relating to intellectual property assets."
1. Parties: Identification of buyer, seller and target company
2. Background: Context of the transaction and current ownership structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Seller's assurances about the company and shares
7. Covenants: Ongoing obligations of the parties
8. Governing Law and Jurisdiction: Choice of law and dispute resolution
1. Conditions Precedent: Pre-completion requirements, used when regulatory approvals needed
2. Non-Competition: Restrictions on seller's future activities, used when protecting business value
3. Tax Indemnity: Specific tax-related protections, used for complex tax situations
4. Earn-out Provisions: Performance-based additional payments, used when price depends on future performance
1. Share Details: Details of shares being transferred including share certificates
2. Warranties: Detailed warranties about the company and business
3. Completion Obligations: List of documents and actions required at completion
4. Company Information: Key details about the target company
5. Properties: Details of company's real estate assets
6. Material Contracts: List of important business contracts
7. Intellectual Property: Details of IP owned or licensed by the company
Authors
Agreement
Business Day
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Party
Parties
Purchase Price
Sale Shares
Seller's Warranties
Signing Date
Singapore Dollars
SGD
Subsidiaries
Target Company
Target Group
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Business
Board
Directors
Employees
Financial Statements
Governmental Authority
Key Management
Liabilities
Permitted Encumbrances
Related Party
Representatives
Share Capital
Stamp Duty
Territory
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnities
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Announcements
Assignment
Notices
Costs and Expenses
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Counterparts
Survival
Break Fee
Material Adverse Change
Due Diligence
Information Rights
Directors and Officers
Employee Matters
Intellectual Property
Data Protection
Insurance
Environmental Compliance
Regulatory Compliance
Bank Accounts
Powers of Attorney
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