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Equity Sale Agreement
"I need an Equity Sale Agreement under Pakistani law for the sale of 60% shares in a private technology company, with completion targeted for March 2025 and including specific warranties about intellectual property rights and employee retention."
1. Parties: Identification of the Seller(s) and Buyer(s) with complete legal names and addresses
2. Background: Context of the transaction, including company details and purpose of the share transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Completion: Details of the completion process, timing, and mechanics of transfer
7. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company
8. Buyer's Warranties: Representations and warranties given by the buyer
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Tax Matters: Handling of tax liabilities and obligations related to the transfer
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction details
14. General Provisions: Standard boilerplate provisions including entire agreement, amendments, etc.
1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale
2. Drag-Along Rights: Include when majority shareholders need right to force minority to join sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Employee Matters: Include when transaction affects key employees or employment arrangements
5. Intellectual Property Rights: Include when IP is a significant company asset requiring special provisions
6. Third Party Consents: Include when specific third-party approvals are required
7. Break Fee: Include when parties want to specify compensation for failed completion
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Share Details: Details of shares being transferred including share certificates
2. Company Information: Key company details including corporate structure and subsidiaries
3. Warranties: Detailed warranties and representations
4. Completion Requirements: Detailed list of completion deliverables and requirements
5. Encumbrances: List of any existing encumbrances on the shares
6. Material Contracts: List of company's material contracts
7. Property Schedule: Details of company's real property assets if material
8. Required Consents: List of required regulatory and third-party consents
9. Completion Documents: Forms of share transfer deeds and other completion documents
Authors
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Construction
Agriculture
Education
Mining
Transportation
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Corporate Secretarial
Risk Management
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Investment Banker
Company Secretary
Finance Director
Mergers & Acquisitions Director
Business Development Manager
Corporate Finance Manager
Compliance Officer
Due Diligence Officer
Transaction Advisory Manager
Board Director
Financial Controller
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