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Business Share Purchase Agreement
"I need a Business Share Purchase Agreement under Hong Kong law for the acquisition of a 60% stake in a technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of all parties to the agreement including full legal names and addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including shares being sold and basic purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties about the company, shares, and business
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding transaction confidentiality and public announcements
13. Further Assurance: Obligations to take additional actions necessary to give effect to the agreement
14. Notices: Process for giving formal notices under the agreement
15. Assignment: Restrictions on assignment of rights under the agreement
16. General Provisions: Standard boilerplate provisions including entire agreement, variations, etc.
17. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Non-competition Covenants: Used when sellers need to be restricted from competing post-completion
3. Management Arrangements: Used when sellers will continue in management roles post-completion
4. Escrow Arrangements: Used when part of purchase price will be held in escrow
5. Multiple Seller Provisions: Used when there are multiple sellers to address joint/several liability
6. Regulatory Approvals: Used when transaction requires specific regulatory approvals
7. Intellectual Property Rights: Used when IP is a significant component of business value
8. Employee Matters: Used when specific employee arrangements need to be addressed
9. Real Estate Provisions: Used when company owns/leases significant real estate assets
10. Transitional Services: Used when seller will provide services post-completion
1. Details of the Company: Corporate information, share capital, and shareholding structure
2. Conditions Precedent: Detailed list of all conditions precedent
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties about the company and business
5. Properties: Details of real estate owned or leased by the company
6. Intellectual Property: Details of IP owned or licensed by the company
7. Material Contracts: List and details of key business contracts
8. Employees: Information about employees and their terms of employment
9. Financial Information: Recent financial statements and management accounts
10. Tax Affairs: Details of company's tax position and ongoing matters
11. Disclosed Matters: Disclosure against warranties
12. Form of Resignation Letters: Template resignation letters for outgoing directors
13. Form of Board Resolutions: Template board resolutions for completion
Authors
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Education
Logistics
Media and Entertainment
Construction
Hospitality
Energy
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Corporate Secretarial
Tax
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Banker
Private Equity Manager
Mergers & Acquisitions Director
Financial Controller
Business Development Director
Risk Manager
Compliance Officer
Board Director
Managing Director
Transaction Manager
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