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Share Acquisition Agreement
"I need a Share Acquisition Agreement for the purchase of 75% shares in a Hong Kong private technology company, with completion scheduled for March 2025 and including an earn-out mechanism based on the target's performance over the following two years."
1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Mechanics and requirements for closing the transaction
8. Warranties: Seller's warranties about the shares and target company
9. Limitations on Seller's Liability: Limitations on warranty claims and general liability
10. Buyer's Warranties: Basic warranties from the buyer
11. Confidentiality and Announcements: Provisions regarding transaction confidentiality and public announcements
12. Further Assurance: Obligations to take further actions necessary to effect the transaction
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Tax Covenant: Specific tax indemnities - include when tax matters are material or complex
2. Non-Competition: Restrictions on seller's competing activities - include when seller could compete
3. Earn-out Provisions: Additional payment mechanisms based on future performance - include if price includes contingent payments
4. Management Arrangements: Terms for ongoing management - include if key managers are sellers
5. Transitional Services: Post-completion service arrangements - include if seller provides critical services
6. Break Fee: Fee payable if transaction fails - include for complex or high-risk transactions
1. Target Company Details: Corporate information about the target company
2. Warranties: Detailed seller's warranties about the business
3. Properties: Details of company's real estate assets
4. Intellectual Property: List of IP rights and registrations
5. Material Contracts: Summary of key commercial agreements
6. Employees: Key employment terms and arrangements
7. Completion Requirements: Detailed list of completion deliverables
8. Form of Resignation Letters: Template resignation letters for outgoing directors
9. Form of Board Resolutions: Template board resolutions for completion
10. Disclosure Letter: Specific disclosures against warranties
Authors
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Buyer
Buyer's Group
Buyer's Solicitors
Claim
Companies Ordinance
Completion
Completion Date
Conditions
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Group
Group Companies
Hong Kong
HK$
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parties
Properties
Purchase Price
Related Person
Relevant Authority
Sale Shares
Seller
Seller's Group
Seller's Solicitors
Stamp Duty
Subsidiaries
Target Company
Tax
Tax Authority
Tax Liability
Third Party
Transaction Documents
Warranties
Warranty Claim
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Undertakings
Completion
Post-completion Obligations
Warranties
Limitations on Liability
Tax Covenants
Confidentiality
Non-competition
Non-solicitation
Further Assurance
Assignment
Announcements
Costs
Notices
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Termination
Default
Indemnification
Due Diligence
Disclosure
Employee Matters
Intellectual Property
Data Protection
Regulatory Compliance
Material Contracts
Change of Control
Share Transfer Mechanics
Board Composition
Shareholder Rights
Anti-corruption
Stamp Duty
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Transportation
Telecommunications
Media
Consumer Goods
Industrial
Agriculture
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Tax
Executive Leadership
Company Secretarial
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Banker
Due Diligence Manager
Company Secretary
Finance Director
Legal Counsel
Corporate Development Manager
Business Development Director
Risk Manager
Compliance Officer
Board Director
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