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Transfer Of Shares Agreement
"I need a Transfer of Shares Agreement for the sale of 35% shareholding in my Singapore tech startup to a foreign investor, with completion scheduled for March 2025 and including non-compete provisions for key founders."
1. Parties: Identification of transferor(s) and transferee(s), including full legal names and addresses
2. Background/Recitals: Context of the transfer, details of the company whose shares are being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including deliverables
6. Warranties: Standard warranties from transferor regarding ownership and authority to sell
7. Governing Law: Specification of Singapore law as governing law
1. Conditions Precedent: Required when transfer is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Non-Competition: Restrictions on transferor's future business activities and competition protections
3. Tax Indemnities: Specific tax-related promises and protections for high-value transfers or complex tax situations
4. Confidentiality: Obligations regarding confidential information and business secrets
1. Schedule 1 - Share Details: Details of shares being transferred including share certificate numbers
2. Schedule 2 - Company Information: Key details about the company whose shares are being transferred
3. Schedule 3 - Form of Transfer Instrument: Standard share transfer form required under Singapore law
4. Schedule 4 - Board Resolutions: Copies of relevant board approvals for the transfer
5. Schedule 5 - Warranties: Detailed list of warranties if extensive warranties are given
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