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Preliminary Share Purchase Agreement
"I need a Preliminary Share Purchase Agreement under Pakistani law for acquiring 75% shares in a pharmaceutical manufacturing company, with specific provisions for regulatory approvals from the Drug Regulatory Authority of Pakistan and completion targeted for March 2025."
1. Parties: Identification of the seller(s), purchaser(s) and the target company, including their registration details and addresses
2. Background: Context of the proposed transaction, including brief description of the target company and intention to enter into a final share purchase agreement
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Business Day', 'Confidential Information', 'Due Diligence', 'Long Stop Date'
4. Sale and Purchase: Basic terms of the proposed transaction, including number of shares, preliminary purchase price or pricing mechanism
5. Conditions Precedent: Key conditions that must be satisfied before proceeding to final agreement, including due diligence, regulatory approvals
6. Due Diligence: Framework for the buyer's due diligence process, including scope, timeline, and access rights
7. Exclusivity: Commitment from seller not to negotiate with other potential buyers for a specified period
8. Confidentiality: Obligations regarding confidential information exchanged during the preliminary phase
9. Costs and Expenses: Allocation of costs during the preliminary phase, especially regarding due diligence and advisors
10. Binding Effect: Specification of which provisions are legally binding and which are subject to final agreement
11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for dispute resolution
1. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations under certain circumstances
2. Management Provisions: Include when there are specific arrangements regarding management of the target company during the preliminary phase
3. Dispute Resolution: Include detailed arbitration or mediation provisions if parties prefer alternative dispute resolution
4. Foreign Investment Provisions: Include when the purchaser is a foreign entity, addressing specific regulatory requirements
5. Employee Matters: Include when there are specific arrangements or commitments regarding employees during the preliminary phase
1. Share Details: Details of the shares being sold, including class, nominal value, and percentage of total issued share capital
2. Initial Due Diligence Checklist: Preliminary list of documents and information required for due diligence
3. Preliminary Purchase Price Calculation: If applicable, the methodology or formula for calculating the purchase price
4. Timetable: Proposed timeline for key milestones including due diligence, negotiations, and completion
5. Form of Confidentiality Agreement: If not previously executed, the form of confidentiality agreement to be signed
6. Material Contracts: List of key contracts or commitments that may affect the transaction
7. Required Regulatory Approvals: List of regulatory approvals required for the transaction
Authors
Applicable Law
Board
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Corporate Documents
Due Diligence
Due Diligence Period
Encumbrance
Exclusivity Period
Final SPA
Financial Statements
Governmental Authority
Group
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Preliminary Purchase Price
Purchase Price
Purchaser
Regulatory Approvals
SECP
Seller
Shares
Signing Date
Target Company
Tax
Transaction
Transaction Documents
Warranties
Share Purchase
Purchase Price
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Pre-Completion Obligations
Representations and Warranties
Costs and Expenses
Tax Matters
Regulatory Compliance
Access and Information
Non-Solicitation
Announcements
Force Majeure
Amendment and Waiver
Assignment
Notices
Severability
Entire Agreement
Further Assurance
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Manufacturing
Technology
Financial Services
Healthcare
Energy
Real Estate
Telecommunications
Retail
Agriculture
Mining
Textiles
Pharmaceutical
Construction
Automotive
Professional Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Due Diligence
Business Development
Board Secretariat
Risk Management
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Banker
Corporate Development Manager
Financial Director
Company Secretary
Compliance Officer
Due Diligence Manager
M&A Director
Business Development Director
Transaction Advisory Partner
Board Member
Managing Director
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