The Share Purchase Agreement And Shareholders Agreement is a crucial document used in Singapore corporate transactions where shares are being transferred and ongoing shareholder relationships need to be regulated. This combined agreement is particularly useful in private company transactions, mergers and acquisitions, and investment rounds. It covers both the immediate share transfer mechanics and the future governance framework, incorporating requirements under Singapore's Companies Act, Securities and Futures Act, and other relevant legislation. The document typically includes detailed provisions on share valuation, transfer restrictions, management rights, and exit mechanisms.
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1. Parties: Identification of all parties to the agreement including seller(s), purchaser(s), and the company
2. Background: Context of the transaction and current shareholding structure
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: Conditions that must be satisfied before completion
6. Completion: Completion date, location, and obligations of each party
7. Warranties and Representations: Statements of fact and assurances given by parties
8. Board Composition: Structure and appointment rights for the board of directors
9. Reserved Matters: Decisions requiring special approval
10. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Right of majority to force minority to join in sale
3. Anti-Dilution Protection: Protection against share value dilution in subsequent funding rounds
4. Non-Compete Provisions: Restrictions on competitive activities post-transaction
1. Share Capital Structure: Details of company's share capital and shareholding
2. Warranties: Detailed warranties given by seller
3. Disclosure Letter: Exceptions to warranties
4. Company Information: Key details about the company including financial statements
5. Reserved Matters List: Detailed list of matters requiring special approval
6. Completion Obligations: Detailed list of documents and actions required at completion
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