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Co Sale Agreement Template for Pakistan

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Key Requirements PROMPT example:

Co Sale Agreement

"I need a Co-Sale Agreement under Pakistani law for my tech startup where three venture capital firms hold 60% of shares, and I want to ensure the remaining minority shareholders have tag-along rights while including specific provisions for foreign investors."

Document background
The Co-Sale Agreement is essential in Pakistani corporate transactions where minority shareholder protection is crucial. This document is typically used when companies have multiple shareholders with varying ownership percentages, particularly in situations involving private equity investments, venture capital funding, or family-owned businesses considering partial exits. The agreement details the circumstances triggering co-sale rights, notice requirements, pricing mechanisms, and completion procedures, all within the framework of Pakistani law. It's particularly relevant for companies anticipating future ownership changes or preparing for potential exits, ensuring fair treatment of all shareholders while maintaining compliance with Pakistani corporate law requirements, including the Companies Act 2017 and relevant securities regulations.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including majority shareholders, minority shareholders, and the company

2. Background: Context of the agreement, current shareholding structure, and relationship between parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Co-Sale Rights: Core section detailing the tag-along rights and circumstances under which they can be exercised

5. Notice Requirements: Procedures and timeframes for notifying relevant parties of intended share sales

6. Exercise Procedure: Detailed process for exercising co-sale rights, including timelines and formalities

7. Price and Terms: Provisions ensuring minority shareholders can sell at the same price and terms as majority shareholders

8. Completion Mechanics: Procedures for completing the sale transaction

9. Representations and Warranties: Standard representations and warranties from all parties

10. Confidentiality: Provisions regarding confidential treatment of agreement terms and related information

11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale

2. Right of First Refusal: Include when existing shareholders should have priority right to purchase shares before third parties

3. Foreign Investment Provisions: Include when any party is a foreign entity, addressing specific requirements under Pakistani law

4. Regulatory Compliance: Include when the transaction size or nature requires specific regulatory approvals

5. Dispute Resolution: Include when parties prefer alternative dispute resolution mechanisms like arbitration

6. Tag-Along Priority: Include when there are multiple minority shareholders with different priority rights

7. Valuation Mechanism: Include when parties want to pre-agree on methods for determining fair market value

Suggested Schedules

1. Schedule 1 - Current Shareholding Structure: Details of current shareholding pattern including share classes and numbers

2. Schedule 2 - Deed of Adherence: Template for new shareholders to agree to the co-sale provisions

3. Schedule 3 - Notice Forms: Template forms for various notices required under the agreement

4. Schedule 4 - Completion Requirements: Checklist of documents and actions required to complete a co-sale transaction

5. Appendix A - Corporate Details: Corporate information of the company and shareholder entities

6. Appendix B - Related Agreements: List of other relevant agreements affecting share transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












































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Relevant Industries

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

E-commerce

Telecommunications

Energy

Professional Services

Consumer Goods

Media and Entertainment

Industrial

Retail

Biotechnology

Agriculture

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Development

Investment

Finance

Executive Leadership

Board of Directors

Mergers & Acquisitions

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Director

Company Secretary

Legal Counsel

Corporate Development Manager

Investment Manager

Mergers & Acquisitions Director

Compliance Officer

Board Director

Private Equity Manager

Venture Capital Partner

Shareholder Relations Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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