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Contract For Sale Of Shares In A Private Company
"I need a Contract For Sale Of Shares In A Private Company for the sale of 60% shareholding in a Qatar-based technology company, with completion planned for March 2025, including specific provisions for ongoing technical support from the seller for 12 months post-completion."
1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being sold, including their full legal names and registered addresses
2. Background: Context of the transaction, including current ownership structure and reason for the sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and corporate authorizations
6. Completion: Details of when, where, and how completion will take place, including required actions and deliverables
7. Seller's Warranties: Warranties regarding the shares, the company, and the seller's capacity to sell
8. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
9. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
10. Confidentiality: Provisions regarding confidentiality of the transaction and company information
11. Governing Law and Jurisdiction: Specification of Qatar law as governing law and jurisdiction for disputes
12. Notices: Process for giving formal notices under the agreement
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders want right to force minorities to join the sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Tax Covenant: Include when specific tax arrangements or indemnities are required
5. Transitional Services: Include when seller needs to provide ongoing services to company post-completion
6. Foreign Investment Provisions: Include when buyer is non-Qatari and special foreign investment rules apply
7. Break Fee: Include when parties want to specify compensation for transaction failure
1. Details of the Company: Full corporate information including registration details, share capital, and current shareholding
2. Conditions Precedent: Detailed list of all conditions that must be satisfied before completion
3. Completion Requirements: Detailed list of all documents and actions required at completion
4. Warranties: Full list of detailed warranties given by the seller regarding the company and its business
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: Schedule of all IP owned or licensed by the company
7. Material Contracts: List and details of all material contracts of the company
8. Employee Information: Details of key employees and employment terms
9. Company Accounts: Latest financial statements and management accounts
Authors
Accounts Date
Agreement
Board
Business
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry
Notice
Parties
Permitted Encumbrances
Purchase Price
QAR
Qatar
Regulatory Approvals
Related Party
Relevant Period
Sale Shares
Seller
Shareholders Agreement
Signing Date
Subsidiaries
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Corporate Governance
Share Transfer Restrictions
Regulatory Compliance
Foreign Investment Provisions
Anti-Money Laundering
Board Composition
Shareholder Rights
Tag-Along Rights
Drag-Along Rights
Representations
Information Rights
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Amendments
Severability
Costs and Expenses
Third Party Rights
Counterparts
Financial Services
Professional Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Construction
Energy
Telecommunications
Hospitality
Trading
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Strategy
Executive Leadership
Treasury
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Manager
Business Development Director
Mergers & Acquisitions Manager
Corporate Finance Manager
Compliance Officer
Risk Manager
Board Director
Financial Controller
Commercial Director
Strategy Director
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