The Equity Purchase Agreement serves as the primary transaction document for share transfers in Pakistan, used when one party wishes to acquire ownership in a company through the purchase of shares from existing shareholders. This agreement is essential for both private and public company transactions, though specific requirements may vary. It must comply with Pakistani corporate law, particularly the Companies Act 2017 and relevant securities regulations. The document typically includes detailed provisions on purchase price determination, payment terms, representations and warranties, conditions precedent, and completion mechanics. It's particularly important in cross-border transactions where compliance with both local and international standards is required. The agreement should be tailored to address specific Pakistani regulatory requirements, including foreign investment restrictions, securities laws, and tax implications.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, including current ownership structure and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Completion: Details of when, where, and how the transfer will be completed, including actions required at completion
7. Seller's Warranties: Representations and warranties given by the seller regarding the shares, company, and business
8. Purchaser's Warranties: Representations and warranties given by the purchaser, including capacity to purchase
9. Limitations on Liability: Limitations on the parties' liability for warranty breaches and other claims
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process and requirements for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Non-Competition: Include when the seller needs to be restricted from competing with the company post-sale
4. Employee Matters: Include when the transaction affects key employees or employment arrangements
5. Tax Indemnities: Include when specific tax risks need to be allocated between the parties
6. Foreign Investment Provisions: Include when the purchaser is a foreign entity requiring compliance with foreign investment laws
7. Escrow Arrangements: Include when part of the purchase price needs to be held in escrow
8. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
1. Details of the Company: Corporate information, share capital structure, and shareholders
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: Detailed warranties given by the seller regarding the company and business
5. Disclosed Documents: List of documents disclosed against the warranties
6. Properties: Details of company's real estate and lease arrangements
7. Intellectual Property: Schedule of company's IP rights and licenses
8. Material Contracts: List and details of company's important contracts
9. Employee Information: Details of key employees and their terms of employment
10. Share Purchase Price Calculation: Detailed calculation of the purchase price including adjustments
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