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Share Price Agreement
"I need a Share Price Agreement under Qatar law for determining the value of shares in my private technology company, with completion expected by March 2025 and including an earn-out mechanism based on the company's performance over the next two years."
1. Parties: Identification of all parties to the agreement including full legal names and addresses
2. Background: Context of the transaction, including description of the company whose shares are being valued
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Price Determination: Methodology and mechanism for determining the share price
5. Payment Terms: Terms and conditions for payment of the share price, including timing and method
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
7. Completion Mechanics: Process and requirements for completing the share transfer
8. Representations and Warranties: Standard representations and warranties from all parties
9. Regulatory Compliance: Compliance with Qatar laws including Commercial Companies Law and QFMA regulations
10. Confidentiality: Obligations regarding confidential information
11. Governing Law and Jurisdiction: Confirmation of Qatar law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the price is contingent on future performance
2. Foreign Investment Provisions: Required when any party is a foreign investor, addressing Qatar Foreign Investment Law requirements
3. Price Adjustment Mechanism: Included when the initial price may be adjusted based on specific criteria
4. Escrow Arrangements: When part of the payment is to be held in escrow
5. Tag-Along/Drag-Along Rights: For agreements involving multiple shareholders
6. Anti-dilution Provisions: When future share issuances might affect the agreed price
7. Regulatory Approvals: When specific regulatory approvals are required for the transaction
8. Break Fee: When parties agree to compensation if the transaction fails under specific circumstances
1. Share Information Schedule: Details of the shares including class, number, and current ownership
2. Price Calculation Formula: Detailed methodology and formulas for price calculation
3. Company Information: Key information about the company whose shares are being valued
4. Required Regulatory Approvals: List of all required regulatory approvals and their status
5. Completion Checklist: Detailed list of all documents and actions required for completion
6. Form of Transfer Instruments: Templates of share transfer forms and other required documentation
7. Warranties Schedule: Detailed warranties given by each party
8. Encumbrances Schedule: List of any existing encumbrances on the shares
Authors
Applicable Law
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Effective Date
Encumbrance
Fair Market Value
Financial Statements
Financial Year
GAAP
Governmental Authority
IFRS
Independent Valuer
Material Adverse Change
Ministry
Notice
Parent Company
Party/Parties
QFMA
Qatar
QAR
Reference Date
Regulatory Approvals
Related Party
Relevant Period
Sale Shares
Share Capital
Shareholders
Shares
Share Price
Share Price Adjustment
Share Transfer
Subsidiary
Tax
Transaction
Transfer Documents
Valuation Date
Valuation Method
Valuation Report
Working Capital
Definitions
Share Price Determination
Valuation Methodology
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Regulatory Compliance
Anti-Money Laundering
Foreign Investment
Price Adjustment
Share Transfer Mechanics
Confidentiality
Non-Disclosure
Warranties
Indemnification
Force Majeure
Termination
Default
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Costs and Expenses
Time of Essence
Further Assurance
Financial Services
Banking
Professional Services
Real Estate
Manufacturing
Technology
Energy
Healthcare
Retail
Telecommunications
Construction
Hospitality
Education
Transportation
Mining
Legal
Finance
Corporate Governance
Compliance
Corporate Secretary Office
Treasury
Investment
Risk Management
Corporate Development
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Financial Director
Investment Manager
Compliance Officer
Corporate Governance Officer
Business Development Director
Mergers & Acquisitions Manager
Share Registry Manager
Board Member
Finance Manager
Corporate Strategy Director
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