A Sale Of Shares Agreement is a crucial legal document used when transferring ownership of shares in a Hong Kong company from one party to another. This document is essential for both private and public company transactions, though specific requirements may vary. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Stamp Duty Ordinance (Cap. 117). It typically includes detailed provisions about the sale price, payment terms, warranties about the company and its shares, conditions precedent to completion, and completion mechanics. The document is commonly used in various scenarios including corporate restructuring, business exits, investment transactions, and family succession planning.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Any conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Details of when, where and how completion will take place
8. Seller's Warranties: Warranties given by the seller regarding the shares and the company
9. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
14. Assignment: Restrictions on assignment of rights under the agreement
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, severability
17. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Tag Along Rights: Include when minority shareholders need protection to sell their shares on same terms
2. Drag Along Rights: Include when majority shareholders want right to force minorities to join in a sale
3. Escrow Arrangements: Include when part of purchase price is to be held in escrow
4. Non-Competition Covenants: Include when seller needs to be restricted from competing post-sale
5. Tax Covenant: Include when specific tax indemnities are required beyond general warranties
6. Earn-out Provisions: Include when part of purchase price is contingent on future performance
7. Management Arrangements: Include when existing management will continue post-completion
8. Transitional Services: Include when seller will provide services to company post-completion
1. Details of the Company: Company information including registration number, registered office, directors, share capital structure
2. Details of the Sale Shares: Specific details of shares being sold including share certificate numbers
3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Warranties: Detailed warranties about the company, its business and assets
6. Properties: Details of any real estate owned or leased by the company
7. Intellectual Property: Schedule of company's IP rights
8. Material Contracts: List and details of company's material contracts
9. Employee Information: Details of employees and their terms of employment
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