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Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Template for South Africa

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Key Requirements PROMPT example:

Share And Asset Purchase Agreement

"I need a Share and Asset Purchase Agreement under South African law for the acquisition of a medium-sized manufacturing company, including its production facilities and IP rights, with completion planned for March 2025 and specific attention to B-BBEE compliance requirements."

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Document background
The Share and Asset Purchase Agreement (SAPA) is a specialized transaction document used in South African mergers and acquisitions where the deal structure requires both the purchase of company shares and specific assets. This hybrid agreement is particularly useful in situations where certain assets need to be carved out or where regulatory requirements necessitate a split between share and asset acquisition. The document must comply with South African legislation including the Companies Act 71 of 2008, Competition Act 89 of 1998, and various tax laws. It typically includes comprehensive warranties, indemnities, and conditions precedent specific to both share and asset components, while addressing unique South African considerations such as B-BBEE compliance, exchange control regulations, and competition law requirements. The agreement is essential for complex corporate restructurings, partial business acquisitions, and strategic investments where both corporate ownership and specific assets are being transferred.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and any guarantors or other relevant parties

2. Background: Context of the transaction, including description of the target company and assets being transferred

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms covering both share and asset components of the sale

5. Purchase Price: Price structure, allocation between shares and assets, payment terms and adjustments

6. Conditions Precedent: Required approvals, consents and other conditions that must be met before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Comprehensive warranties covering both share and asset components

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Matters: Tax-specific provisions, indemnities and allocations

12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

13. Confidentiality and Announcements: Provisions regarding confidentiality and public communications

14. General Provisions: Standard boilerplate clauses including notices, governing law, etc

Optional Sections

1. Employee Matters: Specific section dealing with employee transfers and related obligations - required if employees are transferring

2. Intellectual Property: Detailed IP provisions - required if significant IP assets are involved

3. Competition Compliance: Specific competition law provisions - required for larger transactions requiring competition authority approval

4. B-BBEE Provisions: Specific provisions regarding B-BBEE compliance - required if B-BBEE status is material to the transaction

5. Environmental Matters: Environmental warranties and indemnities - required if business involves environmental risks

6. Earn-out Provisions: Detailed earn-out mechanics - required if purchase price includes an earn-out component

7. Transitional Services: Provisions regarding post-completion services - required if seller will provide services post-completion

8. Property Matters: Specific provisions dealing with property transfers - required if real property is being transferred

9. Foreign Exchange Provisions: Specific provisions regarding exchange control - required if transaction involves foreign parties

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates and shareholder information

2. Asset Schedule: Detailed list and description of assets being transferred

3. Excluded Assets: List of assets specifically excluded from the transaction

4. Purchase Price Allocation: Detailed breakdown of purchase price allocation between shares and various asset categories

5. Warranties: Detailed warranties schedule including both general and specific warranties

6. Disclosure Schedule: Seller's disclosures against the warranties

7. Properties: Details of any real property included in the transaction

8. Material Contracts: List and copies of material contracts being transferred

9. Intellectual Property: Schedule of IP rights being transferred

10. Employees: List of transferring employees and their employment terms

11. Completion Obligations: Detailed list of completion deliverables and actions

12. Form of Tax Indemnity: Standard form tax indemnity

13. Required Consents: List of required third-party consents and regulatory approvals

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








































































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Relevant Industries

Manufacturing

Technology

Real Estate

Mining

Financial Services

Retail

Healthcare

Agriculture

Energy

Telecommunications

Professional Services

Industrial

Construction

Hospitality

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Tax

Compliance

Risk Management

Treasury

Business Development

Corporate Secretarial

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Finance Director

Mergers & Acquisitions Director

Business Development Manager

Company Secretary

Financial Controller

Tax Director

Compliance Officer

Risk Manager

Investment Manager

Transaction Advisory Partner

Due Diligence 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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