The Share Purchase Agreement (SPA) is a fundamental document used in corporate acquisitions and investments in Singapore. It serves as the primary transaction document when acquiring shares in a company, whether for a complete or partial acquisition. The agreement details crucial elements such as purchase price, payment structure, warranties about the business and shares, and completion requirements. Under Singapore law, the SPA must comply with various regulatory requirements, including those under the Companies Act 1967 and, where applicable, the Securities and Futures Act. The document is particularly important as it allocates risk between parties and provides protection mechanisms for both buyer and seller.
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1. Parties: Identification of buyer, seller, and target company
2. Background: Context of the transaction and brief company history
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Standard assurances about the business, shares, and authority to sell
7. Confidentiality: Protection of sensitive information
8. Governing Law and Jurisdiction: Singapore law provisions and dispute resolution
1. Pre-completion Covenants: Business conduct between signing and completion - used when there's a gap between signing and completion
2. Regulatory Approvals: Required governmental or regulatory consents - used when transaction requires specific approvals
3. Non-compete Provisions: Restrictions on seller's future activities - used when protecting goodwill of acquired business
4. Employee Matters: Treatment of employees post-completion - used when employment arrangements are material
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Warranties Schedule: Detailed warranties about the business and shares
3. Completion Obligations Schedule: List of actions and documents required at completion
4. Company Information Schedule: Corporate information, assets, and material contracts
5. Financial Statements Schedule: Recent financial statements of target company
6. Disclosed Matters Schedule: Exceptions to warranties and known issues
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