Stock Purchase And Sale Agreement Template for Hong Kong

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Tag-Along/Drag-Along Rights: Include for private companies with multiple shareholders

3. Regulatory Compliance: Required for listed companies or regulated industries

4. Employee Matters: Include when transaction affects key employees or employment agreements

5. Non-Competition and Non-Solicitation: Used when seller needs to be restricted from competing

6. Tax Matters: Detailed tax provisions when complex tax implications exist

7. Break Fee: Include when there's a need for compensation if deal falls through

8. Escrow Arrangements: Used when part of payment needs to be held in escrow

1. Share Details: Detailed description of shares being sold including share certificates

2. Company Information: Key details about the company including corporate structure and financials

3. Warranties: Detailed warranties about the company and its business

4. Encumbrances: List of any existing encumbrances on the shares

5. Required Consents: List of third-party consents required for the transaction

6. Completion Deliverables: Detailed list of documents to be delivered at completion

7. Disclosed Matters: Information disclosed against the warranties

8. Form of Resignation Letters: Template resignation letters for retiring directors if applicable