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Share Sale Agreement
"I need a Share Sale Agreement for the sale of 45% of shares in my technology startup to a venture capital firm, with completion scheduled for March 2025 and including an earn-out mechanism based on revenue targets."
1. Parties: Identification of seller(s) and purchaser(s) with full legal names and details
2. Background/Recitals: Context of the transaction, including company details and reason for sale
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will take place, including conditions precedent
6. Seller's Warranties: Standard representations about share ownership, authority to sell, and company status
7. Purchaser's Warranties: Representations about authority to purchase and financial capacity
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Pre-Completion Obligations: Conduct of business between signing and completion - used when there's a gap between signing and completion
2. Tax Covenants: Specific tax-related warranties and indemnities - used for larger transactions or where tax exposure is significant
3. Non-Competition: Restrictions on seller's future business activities - used when protecting goodwill of the business being sold
4. Earn-out Provisions: Additional payment terms based on future performance - used when part of purchase price is contingent on future performance
1. Details of the Shares: Complete description of shares being sold including share certificates
2. Company Information: Key details about the company including financial statements
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: List of documents and actions required at completion
5. Disclosed Matters: Exceptions to warranties and known issues
6. Form of Resignation Letters: Template letters for retiring directors if management changes are part of the transaction
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