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Stock Purchase Agreement
"I need a Stock Purchase Agreement for the acquisition of 60% shares in a Qatar-based technology company, with specific provisions for management retention and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, description of the target company, and current ownership structure
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Prerequisites to closing, including regulatory approvals and corporate authorizations
6. Pre-Closing Obligations: Obligations of parties between signing and closing, including conduct of business requirements
7. Closing: Closing mechanics, deliverables, and timing
8. Seller's Representations and Warranties: Warranties regarding title to shares, company status, financial statements, and business operations
9. Purchaser's Representations and Warranties: Warranties regarding authority, financial capacity, and regulatory compliance
10. Indemnification: Rights and obligations regarding compensation for breaches or losses
11. Confidentiality: Obligations regarding transaction and company information confidentiality
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Qatar law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate provisions including amendments, waivers, 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 right to force minority participation in future sales
3. Non-Competition: Include when seller is required to restrict future competitive activities
4. Transition Services: Include when seller will provide post-closing operational support
5. Earn-Out Provisions: Include when part of purchase price is contingent on future performance
6. Employee Matters: Include when specific arrangements for key employees are needed
7. Tax Matters: Include when specific tax allocations or indemnities are required
8. Foreign Investment Provisions: Include when purchaser is non-Qatari and specific foreign investment rules apply
1. Share Details: Details of shares being transferred including share certificates numbers and class
2. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
3. Closing Deliverables: List of all documents and items to be delivered at closing
4. Disclosure Schedule: Seller's disclosures against warranties and representations
5. Corporate Documents: Copies of key corporate documents including articles and shareholder agreements
6. Required Consents: List of third-party and regulatory consents required
7. Encumbrances: Details of any existing encumbrances on the shares
8. Financial Statements: Recent financial statements of the target company
9. Material Contracts: List and copies of material contracts of the target company
Authors
Financial Services
Real Estate
Manufacturing
Energy
Technology
Healthcare
Retail
Construction
Hospitality
Professional Services
Transportation
Telecommunications
Education
Mining
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Executive Leadership
Investment
Treasury
Tax
Business Development
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Mergers & Acquisitions Director
Company Secretary
Finance Director
Corporate Development Manager
Legal Counsel
Investment Banker
Transaction Advisory Manager
Due Diligence Manager
Compliance Officer
Risk Manager
Board Director
Managing Director
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