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Share Purchase Agreement Between Shareholders
"I need a Share Purchase Agreement Between Shareholders for my technology startup in Lahore, where I'm selling 25% of my shares to an existing shareholder for PKR 5 million, with completion planned for March 2025."
1. Parties: Identification of the Seller(s) and Purchaser(s) with complete legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Completion: Details of when and how the transfer will be completed, including conditions precedent
6. Payment Terms: Structure and timing of payment, including any installment arrangements
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Obligations of both parties before the completion date
10. Post-Completion Obligations: Obligations after the share transfer, including regulatory filings
11. Confidentiality: Provisions regarding confidential information and its protection
12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction details
13. Notices: Process for serving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Foreign Investment Compliance: Required when any party is a foreign national or entity, addressing FERA compliance
2. Tag-Along Rights: Optional protection for minority shareholders to join in the sale
3. Drag-Along Rights: Optional right for majority shareholders to force minorities to join the sale
4. Non-Competition: Restrictions on seller's future competitive activities, if relevant
5. Tax Indemnities: Specific tax-related indemnities beyond standard warranties
6. Earn-Out Provisions: Structure for additional payments based on future performance
7. Break Fee: Compensation payable if either party backs out of the transaction
8. Shareholder Approval: Required when company's articles mandate shareholder approval for transfers
1. Share Details: Detailed description of shares being transferred including share certificate numbers
2. Company Information: Key company details including registration number, registered office, directors
3. Warranties: Detailed warranties given by the Seller regarding the company and shares
4. Completion Requirements: Checklist of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Corporate Authorizations: Copies of relevant board resolutions and authorizations
7. Payment Schedule: Detailed payment terms if payment is in installments
8. Regulatory Approvals: List of required regulatory approvals and their status
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Construction
Agriculture
Education
Transportation
Mining
Hospitality
Legal
Finance
Corporate Secretarial
Compliance
Corporate Governance
Risk Management
Investment
Board Secretariat
Shareholder Relations
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Board Director
Managing Director
Finance Director
Compliance Officer
Corporate Governance Officer
Shareholder Relations Manager
Investment Banker
Due Diligence Officer
Risk Manager
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