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Sale Of Equity Agreement
"Need a Sale of Equity Agreement under Pakistani law for the sale of 60% shareholding in a tech startup to a foreign corporate investor, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."
1. Parties: Identification of the Seller(s) and Buyer(s) with complete details
2. Background: Context of the transaction, including company details and reason for sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, mechanisms, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Timing, location, and mechanics of closing the transaction
8. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity
9. Buyer's Warranties: Warranties regarding buyer's capacity and funding
10. Pre-Completion Obligations: Parties' obligations between signing and completion
11. Confidentiality: Confidentiality obligations of all parties
12. Notices: Process and details for formal communications between parties
13. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction details
14. General Provisions: Standard boilerplate clauses including amendments, waivers, etc.
1. Tag-Along Rights: Used in partial sales to protect minority shareholders
2. Drag-Along Rights: Used when majority shareholders may want to force minority shareholders to join in a future sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Foreign Investment Provisions: Required when buyer is a foreign entity, addressing regulatory requirements
5. Earn-Out Provisions: Used when part of purchase price is contingent on future performance
6. Board Composition: Include in partial sales where buyer gets board representation
7. Management Provisions: Required when existing management will continue post-sale
8. Tax Indemnities: Specific tax-related indemnities beyond general warranties
1. Share Details: Detailed description of shares being sold including share certificates
2. Company Information: Details of the company including corporate documents and structure
3. Warranties: Detailed warranties and representations by the seller
4. Encumbrances: List of any existing encumbrances on the shares
5. Required Consents: List of third-party and regulatory consents required
6. Completion Checklist: Detailed list of documents and actions required for completion
7. Disclosure Letter: Seller's disclosures against the warranties
8. Financial Statements: Recent financial statements of the company
Authors
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Regulatory Compliance
Share Transfer Mechanics
Board Composition
Representations
Further Assurance
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Costs
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Time of Essence
Waiver
Announcements
Stamp Duty
Power of Attorney
Corporate Authority
Survival
Termination
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Retail
Professional Services
Construction
Agriculture
Mining
Education
Transportation
Hospitality
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Company Secretarial
Due Diligence
Mergers & Acquisitions
Investment
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Banker
Company Secretary
Managing Director
Finance Director
Compliance Officer
Corporate Development Manager
Investment Manager
Transaction Advisory Manager
Due Diligence Specialist
Board Director
Mergers & Acquisitions Manager
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