A Share Sale Agreement is a fundamental document used in corporate transactions for transferring ownership of shares in a Hong Kong company. It is essential when acquiring or divesting shareholdings, whether for a partial or complete ownership transfer. 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 on purchase price mechanics, warranties about the company's condition, pre-completion obligations, and post-completion protections. This document is crucial for both private and public company transactions, though public company transfers may require additional regulatory compliance. The agreement serves as the primary transaction document, supported by various ancillary documents such as board resolutions, statutory forms, and instrument of transfer.
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1. Parties: Identification of the seller(s), purchaser(s) and the target company
2. Background: Context of the transaction, including current ownership structure and purpose of the sale
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core transaction terms including description of shares being sold and basic sale obligations
5. Purchase Price: Amount payable for the shares and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion occurs
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the shares, target company, and business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Confidentiality: Obligations regarding transaction confidentiality and announcements
12. Restrictions on Sellers: Non-compete and non-solicitation provisions
13. Further Assurance: Obligations to take additional actions necessary to effect the transaction
14. Notices: Process for serving notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
16. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction of Hong Kong courts
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Tax Covenant: Include for comprehensive tax protection beyond warranties
3. Management Provisions: Include when sellers will continue involvement in management
4. Employee Matters: Include when specific employee arrangements are part of the transaction
5. Transitional Services: Include when seller will provide post-completion services
6. Break Fee: Include when parties agree to compensation if deal fails
7. Escrow Arrangements: Include when part of purchase price will be held in escrow
8. Regulatory Compliance: Include when specific regulatory approvals are required
9. Intellectual Property Rights: Include when IP transfer or protection is crucial to the transaction
1. Details of the Target Company: Corporate information, share capital, and ownership structure
2. Warranties: Detailed warranties regarding the company, business, and assets
3. Properties: Details of real estate owned or leased by the target company
4. Intellectual Property: List of IP rights owned or licensed by the target company
5. Material Contracts: Summary of key commercial contracts
6. Employees: Details of employment terms for key personnel
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Form of Resignation Letters: Template resignation letters for outgoing directors
9. Form of Board Resolutions: Template board resolutions approving the transfer
10. Disclosed Documents: List of documents disclosed against the warranties
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