Forward Share Purchase Agreement Template for Pakistan

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement for the acquisition of 40% shares in a Pakistani technology company, with completion scheduled for March 2025, including specific provisions for intellectual property protection and employee retention during the interim period."

Document background
The Forward Share Purchase Agreement is a sophisticated legal instrument used in Pakistani corporate transactions to structure future share acquisitions. This document type is particularly valuable when parties wish to agree on share transfer terms now but execute the actual transfer at a future date, often subject to specific conditions or regulatory approvals. Under Pakistani law, these agreements must comply with the Companies Act 2017, Securities Act 2015, and relevant foreign exchange regulations if international parties are involved. The agreement typically includes detailed provisions on share valuation, payment terms, conditions precedent, warranties, and completion mechanics, while ensuring compliance with local corporate governance requirements and regulatory frameworks. It's commonly used in strategic acquisitions, corporate restructuring, and investment transactions where a delayed completion is necessary or advantageous.
Suggested Sections

1. Parties: Identification of the buyer, seller, and company whose shares are being sold

2. Background: Context of the transaction, including current shareholding structure and rationale for the forward purchase

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price, and forward date specifics

5. Purchase Price: Detailed pricing mechanism, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before the forward purchase can complete

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including company conduct requirements

8. Completion: Mechanics of the completion process, timing, and actions required by each party

9. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's capacity

10. Buyer's Warranties: Representations and warranties regarding buyer's capacity and authority

11. Indemnities: Protection mechanisms and allocation of specific risks

12. Confidentiality: Obligations regarding transaction confidentiality and public announcements

13. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when other shareholders might have rights to participate in the sale

2. Regulatory Compliance: Include for listed companies or when specific regulatory approvals are needed

3. Foreign Exchange Provisions: Include when any party is non-Pakistani or payment involves foreign currency

4. Price Adjustment Mechanism: Include when purchase price may be adjusted based on future performance or conditions

5. Anti-dilution Protection: Include when there's risk of share dilution during the forward period

6. Board Composition: Include when the transaction involves changes to board structure post-completion

7. Non-Compete Provisions: Include when seller restrictions are required post-completion

Suggested Schedules

1. Share Details: Details of shares being sold including class, rights, and current ownership

2. Company Information: Key company details including registration, directors, and capital structure

3. Warranties: Detailed warranties given by the seller regarding the company and shares

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Pre-Completion Conditions: Detailed conditions to be satisfied before completion

6. Existing Encumbrances: List of any existing charges or encumbrances on the shares

7. Required Consents: List of third-party and regulatory consents required

8. Form of Transfer Instruments: Pro-forma share transfer forms and other completion documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Private Equity

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Telecommunications

Professional Services

Construction

Agriculture

Mining

Transportation

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Treasury

Business Development

Investment

Corporate Governance

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Banker

Managing Director

Finance Director

Company Secretary

Compliance Officer

Corporate Development Manager

Investment Manager

Private Equity Manager

Mergers & Acquisitions Director

Legal Director

Business Development Director

Risk Manager

Board Director

Corporate Governance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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