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Share Purchase And Shareholders Agreement
"Need a Share Purchase And Shareholders Agreement for a Series A investment round where three venture capital firms are purchasing 30% of our Singapore-based AI software company, with specific focus on anti-dilution protection and board representation rights."
1. Parties: Identification of all parties to the agreement including seller(s), purchaser(s), and the company
2. Background: Context of the transaction, company information, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including price, payment terms, and completion mechanics
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Completion: Process and requirements for closing the transaction
7. Warranties and Representations: Assurances given by parties regarding the company and shares
8. Board Composition: Structure and appointment rights for the board of directors
9. Shareholders' Rights and Obligations: Key rights including voting, dividends, and transfer restrictions
10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake - include when protecting minority shareholders
2. Drag-Along Rights: Right of majority shareholders to force minority to join in sale - include when facilitating potential future sale
3. Anti-Dilution Provisions: Protection against share value dilution - include when dealing with potential future share issues
4. Non-Compete Provisions: Restrictions on competitive activities - include when sellers remain active in the industry
1. Share Capital Structure: Details of company's share capital and ownership
2. Warranties: Detailed warranties about the company and business
3. Completion Obligations: List of documents and actions required at completion
4. Reserved Matters: Decisions requiring special majority or unanimous approval
5. Form of Deed of Adherence: Template for new shareholders joining the agreement
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