The Share and Asset Purchase Agreement (SAPA) is a sophisticated transaction document used when a buyer wishes to acquire both shares in a company and specific business assets in Hong Kong. This hybrid agreement is particularly useful in complex corporate restructurings or acquisitions where the target's ownership structure necessitates both share and asset transfers. The document must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and other relevant regulations. It typically includes comprehensive provisions covering purchase price mechanisms, conditions precedent, warranties, indemnities, tax covenants, and detailed schedules identifying the shares and assets being transferred. The SAPA is commonly used in situations where acquiring the shares alone wouldn't capture all desired business elements, or where certain assets need to be carved out from the main transaction.
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1. Parties: Identification of seller(s), buyer(s) and any guarantors
2. Background: Context of the transaction, including description of the target company and assets being transferred
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms for both shares and assets, including price and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics and requirements for closing the transaction
8. Warranties: Seller's warranties regarding the shares, assets, and business
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Tax Covenant: Tax indemnities and allocation of tax liabilities
11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
12. Further Assurance: Obligations to take further actions needed to give effect to the agreement
13. Assignment: Restrictions on assignment of rights and obligations
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard boilerplate provisions including entire agreement, variations, severability
16. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Non-Competition and Non-Solicitation: Restrictions on seller's future competitive activities, used when protecting goodwill is crucial
2. Employee Matters: Provisions dealing with employee transfers and related liabilities, required when employees are part of the transfer
3. Intellectual Property: Specific provisions for IP transfer and protection, needed when IP is a significant asset
4. Property: Specific provisions for real property transfer, needed when real estate is included
5. Transitional Services: Arrangements for post-completion services by seller, needed when business continuity requires seller's assistance
6. Environmental Matters: Specific provisions for environmental liabilities, needed for businesses with environmental risks
7. Data Protection: Specific provisions for personal data transfer and compliance, needed when customer/employee data is involved
8. Bank Guarantees: Provisions for securing payment obligations, used when additional security is required
1. Target Company Details: Corporate information, shareholding structure, and subsidiaries
2. Assets Schedule: Detailed list of assets being transferred
3. Excluded Assets: List of assets specifically excluded from the transfer
4. Properties: Details of any real property included in the sale
5. Intellectual Property: List of IP rights being transferred
6. Material Contracts: Key contracts being transferred or requiring consent for transfer
7. Employees: List of transferring employees and their key terms
8. Warranties: Detailed warranties regarding the shares, assets, and business
9. Completion Requirements: Detailed list of completion deliverables and requirements
10. Form of Tax Covenant: Detailed tax indemnity provisions
11. Net Asset Value Adjustment: Mechanism for post-completion price adjustments
12. Bank Account Details: Payment account details for completion
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