The Stock Purchase Agreement Private Company is a crucial document used in Singapore for share acquisition transactions. It is typically employed when an investor or buyer wishes to acquire ownership in a private company through share purchase. The agreement outlines all essential aspects of the transaction, including share valuation, payment structure, warranties, and post-completion obligations. Under Singapore law, this document must comply with the Companies Act (Cap. 50) and other relevant legislation, making it a fundamental tool for corporate transactions in the Singapore business environment.
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1. Parties: Identification and details of the buyer(s) and seller(s)
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Completion: Timing and mechanics of the transfer
7. Warranties and Representations: Standard assurances from both parties regarding the shares, company, and authority to enter into the agreement
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Non-Competition: Restrictions on seller's future business activities to protect the purchased business
2. Employee Matters: Provisions relating to retention and treatment of key employees post-sale
3. Earn-out Provisions: Additional payment terms based on future performance metrics of the company
4. Tag-Along/Drag-Along Rights: Rights for minority shareholders in case of future share sales
1. Schedule 1 - Share Details: Detailed information about the shares being transferred including class, number, and current ownership
2. Schedule 2 - Warranties: Comprehensive list of warranties given by the seller regarding the company and its business
3. Schedule 3 - Company Information: Key company details including financial statements, material contracts, and assets
4. Schedule 4 - Completion Obligations: Detailed list of actions and documents required at completion
5. Schedule 5 - Disclosed Matters: List of exceptions to warranties and specific disclosures made by the seller
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