The Share Purchase Agreement (SPA) is a fundamental document used in corporate acquisitions and investments in Singapore. It serves as the primary transaction document when acquiring shares in a company, whether for a complete or partial acquisition. The agreement details crucial elements such as purchase price, payment structure, warranties about the business and shares, and completion requirements. Under Singapore law, the SPA must comply with various regulatory requirements, including those under the Companies Act 1967 and, where applicable, the Securities and Futures Act. The document is particularly important as it allocates risk between parties and provides protection mechanisms for both buyer and seller.
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1. Parties: Identification of buyer, seller, and target company
2. Background: Context of the transaction and brief company history
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: Standard assurances about the business, shares, and authority to sell
7. Confidentiality: Protection of sensitive information
8. Governing Law and Jurisdiction: Singapore law provisions and dispute resolution
1. Pre-completion Covenants: Business conduct between signing and completion - used when there's a gap between signing and completion
2. Regulatory Approvals: Required governmental or regulatory consents - used when transaction requires specific approvals
3. Non-compete Provisions: Restrictions on seller's future activities - used when protecting goodwill of acquired business
4. Employee Matters: Treatment of employees post-completion - used when employment arrangements are material
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Warranties Schedule: Detailed warranties about the business and shares
3. Completion Obligations Schedule: List of actions and documents required at completion
4. Company Information Schedule: Corporate information, assets, and material contracts
5. Financial Statements Schedule: Recent financial statements of target company
6. Disclosed Matters Schedule: Exceptions to warranties and known issues
Relevant legal definitions
Accounts
Agreed Form
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Properties
Purchase Price
Sale Shares
SGX
Signing Date
Subsidiaries
Target Company
Tax
Transaction Documents
Warranties
Working Capital
SGD
Singapore Dollars
Confidential Information
Governing Law
Related Corporation
Relevant Authority
Security Interest
Share Capital
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Board
Directors
Agreed Form
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Properties
Purchase Price
Sale Shares
SGX
Signing Date
Subsidiaries
Target Company
Tax
Transaction Documents
Warranties
Working Capital
SGD
Singapore Dollars
Confidential Information
Governing Law
Related Corporation
Relevant Authority
Security Interest
Share Capital
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Board
Directors
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties and Representations
Limitations on Liability
Indemnities
Confidentiality
Non-competition
Non-solicitation
Tax Matters
Insurance
Force Majeure
Assignment
Notices
Further Assurance
Costs and Expenses
Entire Agreement
Variation
Waiver
Severability
Counterparts
Third Party Rights
Announcements
Data Protection
Anti-corruption
Governing Law
Dispute Resolution
Time of Essence
Regulatory Compliance
Termination
Break Fee
Share Rights
Corporate Authority
Business Warranties
Financial Warranties
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties and Representations
Limitations on Liability
Indemnities
Confidentiality
Non-competition
Non-solicitation
Tax Matters
Insurance
Force Majeure
Assignment
Notices
Further Assurance
Costs and Expenses
Entire Agreement
Variation
Waiver
Severability
Counterparts
Third Party Rights
Announcements
Data Protection
Anti-corruption
Governing Law
Dispute Resolution
Time of Essence
Regulatory Compliance
Termination
Break Fee
Share Rights
Corporate Authority
Business Warranties
Financial Warranties
Relevant Industries
Relevant Teams
Relevant Roles
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