The Contract Of Sale Of Shares is a fundamental document used in Singapore for corporate transactions involving share transfers. It is typically employed in situations ranging from small private sales to larger corporate restructuring. The agreement must comply with Singapore's robust regulatory framework, including the Companies Act 1967 and Securities and Futures Act 2001. This document details crucial elements such as purchase price, payment terms, warranties, representations, and completion mechanics, while providing necessary protections for both buyer and seller.
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1. Parties: Identification of seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction and company details
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 completion
6. Warranties and Representations: Standard warranties about the shares and company
7. Governing Law and Jurisdiction: Specification of Singapore law and courts
1. Conditions Precedent: Pre-completion conditions that must be satisfied before the agreement becomes effective
2. Pre-completion Undertakings: Obligations between signing and completion, including conduct of business requirements
3. Non-compete Provisions: Restrictions on seller's future activities to protect business value post-sale
4. Tax Indemnity: Specific tax-related protections and indemnities for complex transactions with tax risks
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates and shareholding structure
2. Schedule 2 - Company Information: Key company details including financial statements and material contracts
3. Schedule 3 - Warranties: Detailed warranties about the company, business, and assets
4. Schedule 4 - Completion Obligations: List of actions and documents required at completion
5. Schedule 5 - Form of Transfer Instrument: Share transfer form and other required documentation for effecting the transfer
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