The Sales Of Shares Agreement is a crucial legal instrument used in Pakistani corporate transactions when transferring ownership of shares in a company. This document is essential for both private and public company share transfers, though the complexity and regulatory requirements may vary. It becomes necessary when shareholders wish to sell their stake, during corporate restructuring, in merger and acquisition transactions, or when implementing investment agreements. The agreement must comply with Pakistani legislation, particularly the Companies Act 2017, Securities Act 2015, and relevant tax laws. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, and completion procedures. The document serves to protect both parties' interests by clearly documenting the terms of the transaction and ensuring legal compliance with Pakistani corporate and securities regulations.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including the number of shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment terms, and adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity to sell
9. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority to purchase
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Pre-Completion Obligations: Obligations of parties between signing and completion
12. Confidentiality: Provisions regarding confidential information and announcements
13. Further Assurance: Obligations to execute further documents and take necessary actions
14. Notices: Process for serving notices under the agreement
15. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Required when specific arrangements for key employees are part of the transaction
3. Non-Competition: Include when restrictions on seller's future business activities are required
4. Tax Covenant: Detailed tax indemnities and allocations of tax liabilities
5. Break Fee: Include when parties want to specify compensation for transaction failure
6. Intellectual Property Rights: Required when IP forms a significant part of company value
7. Related Party Transactions: Include when dealing with existing related party arrangements
8. Foreign Investment Provisions: Required when foreign investors are involved
1. Share Details: Details of shares being sold including share certificates and transfer history
2. Company Information: Key company details including corporate structure and financial information
3. Warranties: Detailed warranties about the company and its business
4. Properties: Details of company's real estate and lease arrangements
5. Material Contracts: List and details of important business contracts
6. Intellectual Property: Schedule of company's IP rights and registrations
7. Employees: List of employees and their key employment terms
8. Completion Requirements: Detailed list of completion deliverables and actions
9. Disclosed Matters: Matters disclosed against the warranties
10. Form of Transfer Instruments: Pro-forma share transfer forms and other transfer documents
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