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Sale Of Shares Agreement
"I need a Sale Of Shares Agreement under Qatar law for the sale of 60% shareholding in a technology company to a foreign investor, with specific provisions for intellectual property protection and key employee retention."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share transfer
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
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 of the share transfer
6. Pre-Completion Obligations: Actions required by either party before completion
7. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
8. Seller Warranties: Representations and warranties given by the seller regarding the shares and company
9. Buyer Warranties: Basic representations and warranties given by the buyer
10. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims
11. Confidentiality: Obligations to keep transaction and company information confidential
12. Announcements: Requirements for public statements about the transaction
13. Further Assurance: Obligation to take additional steps necessary to give effect to the agreement
14. Governing Law and Jurisdiction: Qatar law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tax Covenant: Detailed tax indemnities and procedures - include for larger transactions or where specific tax risks identified
2. Non-Competition: Restrictions on seller's future business activities - include where seller could compete with company
3. Transitional Services: Arrangements for seller to provide ongoing services - include where seller has been actively involved in management
4. Employee Matters: Specific provisions regarding key employees - include where retention of key staff is crucial
5. Islamic Finance Compliance: Specific provisions ensuring Shariah compliance - include where parties require Islamic finance principles
6. Foreign Investment Provisions: Additional clauses for foreign buyers - include where buyer is not Qatari
7. Break Fee: Compensation if deal fails - include for complex transactions with significant due diligence costs
1. Details of the Company: Complete corporate information including registration details, share capital structure
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Full list of detailed warranties given by the seller
5. Properties: Details of any real estate owned or leased by the company
6. Intellectual Property: List of all IP owned or licensed by the company
7. Material Contracts: Summary of key commercial contracts
8. Employee Information: Details of employees and their terms of employment
9. Disclosed Documents: List of documents provided during due diligence
10. Form of Resignation Letters: Template resignation letters for outgoing directors
Authors
Financial Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Construction
Energy
Telecommunications
Professional Services
Hospitality
Trading
Education
Transport and Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Business Development
Investment
Board Secretariat
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Director
Mergers & Acquisitions Manager
Company Secretary
Legal Director
Finance Director
Business Development Director
Compliance Officer
Risk Manager
Corporate Development Manager
Investment Banker
Transaction Advisory Manager
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