Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for Hong Kong

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Key Requirements PROMPT example:

"I need a Forward Share Purchase Agreement for acquiring 30% shares in a Hong Kong tech startup, with completion scheduled for March 2025, including specific provisions for tech IP protection and founder retention requirements."

Document background

The Forward Share Purchase Agreement is a sophisticated legal instrument used in Hong Kong's corporate and financial markets to structure future share acquisitions. This document is particularly valuable when parties wish to lock in a future share purchase transaction while allowing time for conditions to be met, regulatory approvals to be obtained, or financing to be arranged. The agreement must comply with Hong Kong's robust regulatory framework, including the Securities and Futures Ordinance and Companies Ordinance, making it essential to include specific provisions on share transfer restrictions, stamp duty considerations, and regulatory compliance. Typically employed in strategic investments, corporate restructurings, or as part of broader M&A transactions, the Forward Share Purchase Agreement includes detailed terms on pricing mechanisms, conditions precedent, warranties, and completion procedures, providing certainty and protection for all parties involved.

Suggested Sections

1. Parties: Identification of the buyer and seller, including full legal names and registration details

2. Background: Context of the transaction, including details about the target company and reason for the forward purchase arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase Commitment: Core obligation to sell and purchase the shares at a future date

5. Purchase Price and Payment Terms: Specification of purchase price or pricing mechanism, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before the completion of the share purchase

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion Mechanics: Details of the completion process, including timing, location, and actions required

9. Warranties and Representations: Standard warranties from both parties regarding capacity, authority, and shares

10. Covenants: Ongoing obligations of the parties, including non-compete and confidentiality provisions

11. Termination: Circumstances under which the agreement can be terminated and consequences

12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Tag-Along Rights: Optional section when there are multiple shareholders and minority protection is required

2. Drag-Along Rights: Optional section when majority shareholders may need to force minority shareholders to join in a sale

3. Security Arrangements: Required if any party needs to provide security for their obligations

4. Price Adjustment Mechanism: Detailed procedures for adjusting the purchase price based on future performance or other metrics

5. Expert Determination: Procedures for resolving technical or valuation disputes through expert determination

6. Guarantee Provisions: Required if any party's obligations are being guaranteed by a third party

7. Break Fee: Provisions for payment of break fees if the transaction fails under specific circumstances

Suggested Schedules

1. Schedule 1 - Share Details: Details of the shares being sold, including class, number, and percentage of total issued share capital

2. Schedule 2 - Company Details: Details of the target company, including corporate information, subsidiaries, and material contracts

3. Schedule 3 - Warranties: Detailed warranties relating to the company, its business, and the shares

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5 - Calculation of Purchase Price: Formula and methodology for calculating the final purchase price, if complex

6. Appendix A - Form of Transfer Instrument: Template for the share transfer form to be used at completion

7. Appendix B - Board Resolutions: Pro forma board resolutions required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Professional Services

Technology

Real Estate

Manufacturing

Retail

Healthcare

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Compliance

Risk Management

Corporate Secretarial

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Investment Banker

Private Equity Manager

Venture Capital Partner

Corporate Development Director

M&A Director

Finance Director

Legal Counsel

Company Secretary

Investment Manager

Portfolio Manager

Compliance Officer

Risk Manager

Transaction Manager

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