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Stock Purchase Agreement
"Need a Stock Purchase Agreement for the acquisition of 60% shares in a Singapore tech startup, with an earn-out mechanism and specific provisions for protecting the company's intellectual property rights, targeting completion by March 2025."
1. Parties: Identification of buyer(s) and seller(s) with full legal details
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and price
5. Completion: Timing and mechanics of closing the transaction
6. Warranties: Seller's representations about the company and shares
7. Indemnification: Protection mechanisms for breach of warranties
8. Governing Law: Specification of Singapore law and jurisdiction
1. Pre-completion Obligations: Used when there's a gap between signing and completion, typically in complex transactions with conditions precedent
2. Non-competition: Restrictions on seller's future activities, used when protecting business interests post-sale
3. Earn-out Provisions: Additional payment terms based on future performance, used when part of purchase price is contingent on future events
4. Employee Matters: Provisions regarding key employees, used when retention of key staff is crucial
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Warranties Schedule: Detailed list of seller's warranties about the company
3. Company Information Schedule: Key corporate information and financial statements
4. Disclosure Letter: Exceptions to warranties and disclosed matters
5. Completion Obligations Schedule: Detailed list of actions required at completion
6. Form of Transfer Instruments: Template documents for executing the transfer
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