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Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Share And Asset Purchase Agreement

"I need a Share and Asset Purchase Agreement for acquiring a Singapore-based technology company, including both its shares and key software assets, with a completion date set for March 2025 and specific provisions for employee retention and IP transfer."

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Document background
The Share And Asset Purchase Agreement (SAPA) is a sophisticated transaction document used when acquiring both shares in a company and specific assets in Singapore. This hybrid agreement is particularly useful in complex acquisitions where the buyer wishes to acquire both the target company's shares and certain assets that may be held outside the company structure. The document must comply with Singapore's robust regulatory framework, including the Companies Act, Securities and Futures Act, and Competition Act. It typically includes detailed provisions for valuation, transfer mechanics, warranties, and post-completion obligations, while addressing specific Singapore law requirements for share transfers and asset ownership changes.
Suggested Sections

1. Parties: Identification and details of buyer(s) and seller(s)

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 assets and shares being transferred

5. Consideration: Purchase price, payment terms, and adjustments

6. Conditions Precedent: Prerequisites for completion

7. Completion: Mechanics and timing of closing

8. Warranties and Representations: Seller's assurances about the business and assets

Optional Sections

1. Employee Matters: Transfer of employees and related obligations - include when employees are being transferred as part of the transaction

2. Tax Covenant: Special tax indemnities and arrangements - include when specific tax risks need to be addressed

3. Non-Competition: Restrictions on seller's future activities - include when protecting goodwill of the business

4. Transitional Services: Post-completion support arrangements - include when ongoing seller support is needed

Suggested Schedules

1. Asset Schedule: Detailed list of assets being transferred

2. Share Details: Share capital structure and ownership details

3. Properties Schedule: Details of real estate assets

4. Intellectual Property Schedule: List of IP rights being transferred

5. Material Contracts: Key agreements affecting the business

6. Employee Information: Details of transferring employees

7. Warranties: Detailed warranties and disclosures

8. Completion Requirements: Detailed closing checklist and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
















































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Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters including share transfer provisions, corporate governance requirements, and registration and filing requirements

Securities and Futures Act (Cap. 289): Regulates securities trading, especially relevant for public companies, including disclosure requirements and trading regulations

Competition Act (Cap. 50B): Covers merger control provisions and anti-competitive behavior regulations in Singapore

Stamp Duties Act (Cap. 312): Governs stamp duty requirements for share transfers and asset transfer duties

Income Tax Act (Cap. 134): Addresses tax implications of asset transfers and capital gains considerations

Goods and Services Tax Act: Covers GST implications on asset transfers in Singapore

Employment Act (Cap. 91): Regulates the transfer of employees and protection of employment rights during business transfers

Personal Data Protection Act 2012: Governs data protection requirements and the transfer of customer databases

MAS Regulatory Framework: Monetary Authority of Singapore requirements for regulated entities and financial sector regulations

SGX Rules: Singapore Exchange regulations applicable to listed companies, including listing requirements and obligations

Foreign Investment Regulations: Regulations concerning foreign ownership restrictions in specific industries and investment regulations

Singapore Contract Law: Common law principles governing contract formation, contractual obligations and remedies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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