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Sale Of Shares Agreement

Sale Of Shares Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Sale Of Shares Agreement

"I need a Share Sale Agreement for the sale of 60% shareholding in a Hong Kong technology startup, with an earn-out mechanism based on 2025 performance targets and including typical warranties for a tech company's intellectual property."

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Document background
A Sale Of Shares Agreement is a crucial legal document used when transferring ownership of shares in a Hong Kong company from one party to another. This document is essential for both private and public company transactions, though specific requirements may vary. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Stamp Duty Ordinance (Cap. 117). It typically includes detailed provisions about the sale price, payment terms, warranties about the company and its shares, conditions precedent to completion, and completion mechanics. The document is commonly used in various scenarios including corporate restructuring, business exits, investment transactions, and family succession planning.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the transaction, including description of the company whose shares are being sold

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: Any conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Obligations of parties between signing and completion

7. Completion: Details of when, where and how completion will take place

8. Seller's Warranties: Warranties given by the seller regarding the shares and the company

9. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Restrictions on public announcements about the transaction

13. Further Assurance: Obligation to take further actions necessary to give effect to the agreement

14. Assignment: Restrictions on assignment of rights under the agreement

15. Notices: Process for giving formal notices under the agreement

16. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability

17. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions

Optional Sections

1. Tag Along Rights: Include when minority shareholders need protection to sell their shares on same terms

2. Drag Along Rights: Include when majority shareholders want right to force minorities to join in a sale

3. Escrow Arrangements: Include when part of purchase price is to be held in escrow

4. Non-Competition Covenants: Include when seller needs to be restricted from competing post-sale

5. Tax Covenant: Include when specific tax indemnities are required beyond general warranties

6. Earn-out Provisions: Include when part of purchase price is contingent on future performance

7. Management Arrangements: Include when existing management will continue post-completion

8. Transitional Services: Include when seller will provide services to company post-completion

Suggested Schedules

1. Details of the Company: Company information including registration number, registered office, directors, share capital structure

2. Details of the Sale Shares: Specific details of shares being sold including share certificate numbers

3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

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

5. Warranties: Detailed warranties about the company, its business and assets

6. Properties: Details of any real estate owned or leased by the company

7. Intellectual Property: Schedule of company's IP rights

8. Material Contracts: List and details of company's material contracts

9. Employee Information: Details of employees and their terms of employment

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Technology

Manufacturing

Real Estate

Retail

Healthcare

Professional Services

Energy

Telecommunications

Media and Entertainment

Consumer Goods

Industrial

Transportation and Logistics

Education

Construction

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Company Secretarial

Risk Management

Tax

Strategic Planning

Mergers & Acquisitions

Investment

Relevant Roles

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Executive Officer

Chief Financial Officer

Investment Director

Corporate Finance Manager

Compliance Officer

Due Diligence Officer

Managing Director

Finance Director

Business Development Director

Mergers & Acquisitions Manager

Private Equity Manager

Investment Banker

Transaction Advisory 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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