The Share Purchase And Shareholders Agreement is a fundamental document in Singapore corporate transactions, combining the immediate transfer of shares with long-term governance arrangements. It is typically used in private company acquisitions, investment rounds, or corporate restructuring where new shareholders are entering the company. The agreement addresses both the mechanics of the share transfer and the future relationship between shareholders, including voting rights, board representation, and exit provisions. Under Singapore law, this document must comply with the Companies Act (Cap. 50) and related regulations, while incorporating market-standard protections for all parties involved. It serves as both a transaction document and a constitutional document governing shareholder relationships.
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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, company information, and purpose of the agreement
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: Prerequisites that must be satisfied before completion
6. Completion: Process and requirements for closing the transaction
7. Warranties and Representations: Assurances given by parties regarding the company and shares
8. Board Composition: Structure and appointment rights for the board of directors
9. Shareholders' Rights and Obligations: Key rights including voting, dividends, and transfer restrictions
10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Tag-Along Rights: Right of minority shareholders to join in sale of majority stake - include when protecting minority shareholders
2. Drag-Along Rights: Right of majority shareholders to force minority to join in sale - include when facilitating potential future sale
3. Anti-Dilution Provisions: Protection against share value dilution - include when dealing with potential future share issues
4. Non-Compete Provisions: Restrictions on competitive activities - include when sellers remain active in the industry
1. Share Capital Structure: Details of company's share capital and ownership
2. Warranties: Detailed warranties about the company and business
3. Completion Obligations: List of documents and actions required at completion
4. Reserved Matters: Decisions requiring special majority or unanimous approval
5. Form of Deed of Adherence: Template for new shareholders joining the agreement
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