黑料视频

Preliminary Share Purchase Agreement Template for Singapore

A Preliminary Share Purchase Agreement under Singapore law is a binding document that outlines the initial terms and conditions for the sale and purchase of shares in a company. It serves as a framework for the transaction while allowing parties to conduct due diligence and negotiate final terms. The agreement includes key provisions such as purchase price, conditions precedent, and basic warranties, while being subject to Singapore's Companies Act and relevant securities legislation.

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What is a Preliminary Share Purchase Agreement?

The Preliminary Share Purchase Agreement is commonly used in Singapore corporate transactions as an initial binding document between parties contemplating a share sale. It serves as a crucial stepping stone between initial negotiations and the final share purchase agreement, allowing parties to document key commercial terms while maintaining flexibility for due diligence and detailed negotiations. This document typically includes essential terms such as price, timeline, exclusivity periods, and basic warranties, while being governed by Singapore law and regulatory framework. It's particularly useful in complex transactions where detailed due diligence is required or where parties need to secure financing or regulatory approvals.

What sections should be included in a Preliminary Share Purchase Agreement?

1. Parties: Identification of buyer(s) and seller(s) with full legal details

2. Background: Context of the transaction and company information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares and price

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Pre-Completion Obligations: Parties' obligations between signing and completion

7. Completion Mechanics: Process and requirements for closing the transaction

8. Warranties and Representations: Basic warranties about capacity to enter agreement

9. Governing Law and Jurisdiction: Choice of Singapore law and courts

What sections are optional to include in a Preliminary Share Purchase Agreement?

1. Due Diligence: Process for buyer's investigation of company - include when due diligence is not yet complete

2. Break Fee: Compensation if deal doesn't proceed - include for larger transactions or where significant costs involved

3. Exclusivity: Seller's commitment not to negotiate with others - include when buyer requires protection during negotiations

4. Confidentiality: Protection of sensitive information - include if not covered by separate NDA

What schedules should be included in a Preliminary Share Purchase Agreement?

1. Target Company Information: Corporate details, share capital structure

2. Form of Warranties: Detailed warranties to be given in final agreement

3. Conditions Precedent Checklist: List of required approvals and conditions

4. Completion Checklist: Documents and actions required at completion

5. Due Diligence Requirements: Scope and process for due diligence if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Publisher

黑料视频

Document Type

Stock Agreement

Cost

Free to use

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