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Stock Purchase Agreement Term Sheet Template for Singapore

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Key Requirements PROMPT example:

Stock Purchase Agreement Term Sheet

"Need a Stock Purchase Agreement Term Sheet for acquiring a Singapore-based fintech startup, with a proposed purchase price of SGD 15 million and specific provisions for intellectual property rights and key employee retention, targeting completion by March 2025."

What is a Stock Purchase Agreement Term Sheet?

The Stock Purchase Agreement Term Sheet is commonly used in Singapore's business environment as a precursor to a full share purchase agreement. It's particularly relevant when parties need to document their initial understanding of a share acquisition transaction while maintaining flexibility for negotiation. The document typically includes key commercial terms such as valuation, payment structure, conditions precedent, and timing considerations, while adhering to Singapore's regulatory framework. It's especially useful in scenarios involving multiple stakeholders, complex transaction structures, or when parties need to secure financing or regulatory approvals.

What sections should be included in a Stock Purchase Agreement Term Sheet?

1. Parties: Identification of buyer, seller, and company details

2. Background: Context of the transaction and current ownership structure

3. Definitions: Key terms used throughout the agreement

4. Purchase Price: Amount, payment terms, and adjustment mechanisms

5. Conditions Precedent: Prerequisites for closing the transaction

6. Closing Mechanics: Process and timing for completing the transaction

7. Representations and Warranties: Standard assurances from both parties

What sections are optional to include in a Stock Purchase Agreement Term Sheet?

1. Break Fee: Compensation provisions if deal fails, typically used in larger transactions where significant due diligence costs are involved

2. Exclusivity: Provisions preventing seller from negotiating with other parties during a specified period, used when buyer requires protection during due diligence

3. Management Provisions: Post-closing management arrangements, included when current management will remain involved in operations

What schedules should be included in a Stock Purchase Agreement Term Sheet?

1. Share Capital Structure: Detailed breakdown of company's share capital and current ownership structure

2. Disclosure Schedule: List of exceptions to representations and warranties made in the main agreement

3. Required Consents: Comprehensive list of third-party approvals needed to complete the transaction

4. Form of Closing Documents: Templates for share transfer forms and other documents required at closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
































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Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters including share transfers, shareholders' rights, requirements for share transfers and issuance, and directors' duties and obligations

Securities and Futures Act (Cap. 289): Regulates securities offerings and trading, including disclosure requirements and investor protection provisions

Stamp Duties Act (Cap. 312): Governs stamp duty on share transfers, with current rate at 0.2% of purchase price or market value, whichever is higher

SGX Listing Rules: Applicable for listed companies, covering compliance requirements and disclosure obligations

MAS Guidelines: Monetary Authority of Singapore guidelines covering regulatory requirements for transactions and financial industry regulations

Contract Law: Common Law principles governing formation of contract, terms and conditions, and representations and warranties

Competition Act: Covers merger control provisions and anti-competitive practices in business transactions

Personal Data Protection Act 2012: Governs the treatment and protection of personal data in business transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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