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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
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