The Share Sale Agreement is a fundamental document used in corporate transactions in Singapore when transferring ownership of shares in a company. It's essential for both private and public company transactions, though requirements may vary. The agreement must conform to Singapore's legal framework, particularly the Companies Act 1967 and Securities and Futures Act 2001. It typically includes detailed provisions on purchase price, payment terms, warranties, indemnities, and completion mechanics. This document is crucial for protecting both parties' interests and ensuring a smooth transfer of ownership while maintaining compliance with regulatory requirements.
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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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