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Sale And Purchase Agreement For Company Shares
"I need a Sale And Purchase Agreement For Company Shares under Pakistani law for the acquisition of 100% shares in a technology startup, with completion planned for March 2025 and including post-completion consulting obligations for the founding shareholders."
1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction and current ownership structure
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's representations and warranties about the company and shares
10. Limitations on Liability: Restrictions on warranty claims and seller's liability
11. Confidentiality: Obligations regarding transaction and company information
12. Announcements: Requirements for public statements about the transaction
13. Further Assurance: Obligations to take additional steps to give effect to the agreement
14. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction provisions
15. Notices: Process for formal communications between parties
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, etc.
1. Tag Along Rights: Include when minority shareholders need protection in case of future sale
2. Drag Along Rights: Include when majority shareholders want right to force minorities to join in future sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Escrow Arrangements: Include when part of purchase price needs to be held in escrow
5. Price Adjustment: Include when price will be adjusted based on completion accounts
6. Employee Matters: Include when specific arrangements needed for key employees
7. Intellectual Property Rights: Include when IP is a crucial asset of the target company
8. Tax Covenant: Include when specific tax indemnities are required
9. Transitional Services: Include when seller will provide services post-completion
1. Share Details: Details of shares being transferred including share certificates
2. Warranties: Detailed warranties about the company, business and shares
3. Properties: List and details of company's real estate assets
4. Intellectual Property: Schedule of IP rights owned or licensed by the company
5. Material Contracts: List of key commercial agreements
6. Employee Information: Details of employees and their terms of employment
7. Completion Obligations: Detailed list of completion deliverables
8. Company Information: Key corporate details and financial information
9. Permitted Leakage: Allowed value transfers in locked box deals
10. Form of Resignation Letters: Template resignation letters for outgoing directors
Authors
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Buyer
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Law
Liability
Losses
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Permitted Encumbrances
Properties
Purchase Price
Representatives
Sale Shares
SECP
Seller
Shares
Signing Date
Subsidiaries
Tax
Tax Authority
Transaction
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties and Representations
Seller Warranties
Buyer Warranties
Tax Matters
Tax Indemnities
Limitation of Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Material Contracts
Change of Control
Regulatory Compliance
Anti-corruption
Force Majeure
Termination
Break Fee
Announcements
Further Assurance
Assignment
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Counterparts
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Construction
Agriculture
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Tax
Strategy
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Banker
Private Equity Manager
Mergers & Acquisitions Director
Business Development Manager
Corporate Finance Manager
Risk Manager
Compliance Officer
Transaction Advisory Partner
Due Diligence Manager
Board Director
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