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Contract For Shares Of A Company
"I need a Contract For Shares Of A Company under Pakistani law for the sale of 100% shares in a technology startup to a foreign investor, with completion planned for March 2025 and including earnout provisions based on revenue targets."
1. Parties: Identification of the Seller(s) and Buyer(s) with complete legal names and addresses
2. Background: Context of the transaction, including brief description of the company 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. Payment Terms: Details of how and when payment will be made, including any installment arrangements
6. Completion: Timing and mechanics of the transfer, including completion date and actions required
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Company Warranties: Warranties about the company's financial position, assets, and liabilities
9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
10. Pre-Completion Obligations: Actions required between signing and completion
11. Confidentiality: Obligations regarding transaction confidentiality and company information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Pakistani law and jurisdiction
14. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Tag-Along Rights: Include when minority shareholders need protection in case of future sales
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Foreign Investment Provisions: Include when buyer is a foreign entity, addressing SECP and State Bank requirements
5. Employee Matters: Include when sale affects key employees or employment arrangements
6. Intellectual Property Rights: Include when company has significant IP assets
7. Tax Indemnities: Include when specific tax risks need to be allocated between parties
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Share Details: Complete details of shares being transferred including share certificate numbers
2. Company Information: Key company details including registration number, registered office, and directors
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Financial Statements: Recent financial statements of the company
7. Material Contracts: List and details of company's material contracts
8. Property Schedule: Details of company's real property assets if material to transaction
Authors
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Agriculture
Mining
Construction
Education
Transport and Logistics
Media and Entertainment
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Executive Leadership
Corporate Development
Investment
Mergers & Acquisitions
Business Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Manager
Compliance Officer
Director of Operations
Board Member
Managing Director
Finance Director
Corporate Governance Officer
Risk Manager
Shareholder Relations Manager
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