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Equity Buyout Agreement
"I need an Equity Buyout Agreement for acquiring a private Pakistani technology company, where we're purchasing 100% of shares from three individual shareholders, with completion planned for March 2025 and payment in installments."
1. Parties: Identification of buyer(s) and seller(s), including full legal names and addresses
2. Background: Context of the transaction, description of the target company, and current ownership structure
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number and class of shares being sold
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Warranties and Representations: Seller's warranties about the company, shares, and authority to sell
10. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims
11. Tax Matters: Tax-related representations, indemnities, and obligations
12. Confidentiality: Obligations regarding transaction confidentiality and company information
13. Announcements: Protocol for public statements about the transaction
14. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed
2. Foreign Investment Provisions: Include when buyer is a foreign entity, addressing forex regulations
3. Non-Competition and Non-Solicitation: Include when sellers need to be restricted from competing post-sale
4. Transitional Services: Include when sellers will provide post-completion support services
5. Earn-out Provisions: Include when part of purchase price is contingent on future performance
6. Employee Matters: Include when specific arrangements for key employees are needed
7. Intellectual Property Rights: Include when IP is a significant asset of the target company
8. Real Estate Matters: Include when company owns significant real estate assets
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates
2. Schedule 2 - Company Information: Corporate information including registration details, directors, etc.
3. Schedule 3 - Warranties: Detailed warranties about the company and its business
4. Schedule 4 - Properties: List and details of company's real estate assets
5. Schedule 5 - Intellectual Property: List of IP rights owned or licensed by the company
6. Schedule 6 - Material Contracts: Summary of key contracts and commitments
7. Schedule 7 - Employee Information: Details of employees and their terms of employment
8. Schedule 8 - Completion Deliverables: List of documents and actions required at completion
9. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
10. Appendix B - Form of Board Resolutions: Template board resolutions for completion
11. Appendix C - Disclosure Letter: Seller's disclosures against the warranties
Authors
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Buyer
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Liability
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
PKR
Purchase Price
Related Party
Regulatory Approvals
Rupees
Sale Shares
SECP
Seller
Shareholders
Shares
Subsidiaries
Tag Along Rights
Target Company
Tax
Tax Authority
Transaction
Transaction Documents
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Indemnification
Limitations on Liability
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Force Majeure
Assignment
Regulatory Compliance
Foreign Exchange
Corporate Authority
Due Diligence
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Announcements
Notices
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Termination
Amendments
Waiver
Third Party Rights
Counterparts
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Construction
Agriculture
Mining
Transportation
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board Secretariat
Executive Leadership
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Investment Director
Mergers & Acquisitions Manager
Company Secretary
Finance Director
Business Development Director
Risk Manager
Compliance Officer
Board Member
Investment Banker
Financial Controller
Due Diligence Manager
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