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Contract For Sale Of Shares In A Private Company
"I need a Contract For Sale Of Shares In A Private Company for the sale of 60% shareholding in a Pakistani technology startup, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."
1. Parties: Identification of the Seller(s), Buyer(s) and the Company whose shares are being sold
2. Background: Context of the transaction, including current shareholding structure and reason for sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core terms of the sale including number of shares, class of shares, and percentage of company being sold
5. Purchase Price: Agreed price for the shares and valuation basis
6. Payment Terms: Method, timing and currency of payment
7. Conditions Precedent: Conditions that must be satisfied before completion can occur
8. Completion: Details of when, where and how completion will take place, including completion obligations
9. Seller's Warranties: Standard warranties about the shares, authority to sell, and company status
10. Buyer's Warranties: Warranties from the buyer regarding authority and capacity to purchase
11. Pre-Completion Obligations: Obligations of parties between signing and completion
12. Confidentiality: Provisions regarding confidentiality of the transaction and company information
13. Notices: Process for giving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Used when minority shareholders need protection to join in the sale on same terms
2. Drag-Along Rights: Used when majority shareholders want the right to force minorities to join in a sale
3. Non-Competition: Include when the seller needs to be restricted from competing post-sale
4. Regulatory Approvals: Required for regulated industries or when transaction needs specific approvals
5. Tax Indemnities: Specific tax-related indemnities beyond standard warranties
6. Earn-Out Provisions: When part of the purchase price is contingent on future performance
7. Foreign Exchange Provisions: Required when transaction involves foreign currency or cross-border elements
8. Board Resignation: When selling shareholders need to resign from board positions
1. Details of the Company: Complete corporate information including registration details, directors, and existing shareholders
2. Details of the Sale Shares: Specific information about the shares being sold including share certificate numbers
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Company Accounts: Recent financial statements of the company
7. Properties: Details of company's property assets if material to the transaction
8. Material Contracts: List and details of important company contracts
Authors
Board
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Liabilities
Long Stop Date
Material Adverse Change
PKR
Purchase Price
Related Party
Sale Shares
Seller
Shareholders Agreement
Signing Date
Statutory Books
Subsidiaries
Tax
Transaction Documents
Warranties
Working Hours
Articles of Association
Board Resolution
Business
Companies Act
Constitutional Documents
Intellectual Property Rights
Material Contracts
Memorandum of Association
Parties
Representatives
Share Certificates
Stamp Duty
Transfer Deed
Warranties Schedule
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Warranties and Representations
Seller's Warranties
Buyer's Warranties
Tax Covenants
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs and Expenses
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Counterparts
Board Composition
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Share Transfer Restrictions
Regulatory Compliance
Data Protection
Announcements
Power of Attorney
Stamp Duty
Foreign Exchange Compliance
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Agriculture
Construction
Education
Transportation
Telecommunications
Mining
Hospitality
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Board of Directors
Executive Management
Treasury
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Mergers & Acquisitions Manager
Finance Director
Commercial Director
Board Member
Managing Director
Corporate Finance Manager
Compliance Officer
Risk Manager
Transaction Advisory Manager
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