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Equity Purchase Agreement
"I need an Equity Purchase Agreement under Hong Kong law for the acquisition of a technology startup, with special attention to intellectual property warranties and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of buyer, seller(s), and any guarantors
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Seller's Warranties: Representations and warranties regarding the seller and shares
10. Company Warranties: Representations and warranties regarding the target company
11. Buyer's Warranties: Representations and warranties from the buyer
12. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
13. Tax Covenant: Tax-related indemnities and obligations
14. Confidentiality: Obligations regarding transaction and company information
15. Announcements: Requirements for public statements about the transaction
16. General Provisions: Boilerplate clauses including notices, amendments, governing law
1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
2. Earn-out Provisions: Used when part of purchase price is contingent on future performance
3. Seller Financing: Included when seller provides financing for part of purchase price
4. Non-Competition: Restrictions on seller's future competitive activities
5. Employee Matters: Specific provisions regarding key employees or employee transfers
6. Intellectual Property: Special provisions for IP-heavy businesses
7. Real Estate Matters: Specific provisions for companies with significant property assets
8. Environmental Matters: Required for businesses with environmental risks or obligations
9. Transitional Services: When seller continues providing certain services post-completion
1. Details of the Company: Corporate information, share capital, and organizational details
2. Conditions Precedent: Detailed list of all closing conditions
3. Completion Obligations: Detailed list of closing deliverables and actions
4. Warranties: Detailed warranties about the company and business
5. Properties: Details of owned and leased real estate
6. Intellectual Property: List of IP rights and registrations
7. Material Contracts: Summary of key business agreements
8. Employees: Key employment terms and benefits
9. Financial Statements: Recent financial statements and management accounts
10. Bank Accounts: Company's bank account details
11. Disclosed Matters: Exceptions to warranties and disclosures
12. Form of Resignation Letters: Template resignation letters for departing directors
13. Form of Board Resolutions: Template board resolutions for completion
Authors
Accounts Date
Acquisition
Agreed Form
Agreement
Applicable Law
Board
Business
Business Day
Buyer
Buyer's Group
Buyer's Solicitors
Companies Ordinance
Company
Completion
Completion Date
Confidential Information
Consideration
Contract
Data Room
Disclosed
Disclosure Letter
Encumbrance
Equity Securities
Escrow Account
Escrow Agent
Fairly Disclosed
Financial Year
Group
Group Company
HK$
HKIAC
Hong Kong
Intellectual Property Rights
Key Employees
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contract
Parties
Permits
Person
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller
Seller's Group
Seller's Solicitors
SFC
Shareholders' Agreement
Signing Date
Stamp Duty
Subsidiaries
Tax
Tax Authority
Tax Covenant
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Seller Warranties
Company Warranties
Buyer Warranties
Tax Covenants
Indemnities
Limitations on Liability
Due Diligence
Information Rights
Regulatory Compliance
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Share Transfer Restrictions
Board Composition
Corporate Governance
Financial Statements
Working Capital
Indebtedness
Security Interests
Third Party Rights
Force Majeure
Termination Rights
Dispute Resolution
Governing Law
Notices
Assignment
Entire Agreement
Severability
Costs and Expenses
Stamp Duty
Further Assurance
Announcements
Amendments
Counterparts
Technology
Manufacturing
Real Estate
Financial Services
Healthcare
Retail
Professional Services
Energy
Transportation
Media and Entertainment
Education
Construction
Hospitality
Agriculture
Mining
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Corporate Secretarial
Risk Management
Executive Management
Board of Directors
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Head of Mergers & Acquisitions
Legal Director
Finance Director
Corporate Development Manager
Investment Manager
Due Diligence Officer
Compliance Officer
Transaction Manager
Board Director
Managing Director
Partner (Law Firm)
Senior Associate (Law Firm)
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