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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."
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
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
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
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