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1. Parties: Identification of all parties to the agreement, including majority shareholders, minority shareholders, and the company
2. Background: Context of the agreement, current shareholding structure, and relationship between parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Co-Sale Rights: Core section detailing the tag-along rights and circumstances under which they can be exercised
5. Notice Requirements: Procedures and timeframes for notifying relevant parties of intended share sales
6. Exercise Procedure: Detailed process for exercising co-sale rights, including timelines and formalities
7. Price and Terms: Provisions ensuring minority shareholders can sell at the same price and terms as majority shareholders
8. Completion Mechanics: Procedures for completing the sale transaction
9. Representations and Warranties: Standard representations and warranties from all parties
10. Confidentiality: Provisions regarding confidential treatment of agreement terms and related information
11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale
2. Right of First Refusal: Include when existing shareholders should have priority right to purchase shares before third parties
3. Foreign Investment Provisions: Include when any party is a foreign entity, addressing specific requirements under Pakistani law
4. Regulatory Compliance: Include when the transaction size or nature requires specific regulatory approvals
5. Dispute Resolution: Include when parties prefer alternative dispute resolution mechanisms like arbitration
6. Tag-Along Priority: Include when there are multiple minority shareholders with different priority rights
7. Valuation Mechanism: Include when parties want to pre-agree on methods for determining fair market value
1. Schedule 1 - Current Shareholding Structure: Details of current shareholding pattern including share classes and numbers
2. Schedule 2 - Deed of Adherence: Template for new shareholders to agree to the co-sale provisions
3. Schedule 3 - Notice Forms: Template forms for various notices required under the agreement
4. Schedule 4 - Completion Requirements: Checklist of documents and actions required to complete a co-sale transaction
5. Appendix A - Corporate Details: Corporate information of the company and shareholder entities
6. Appendix B - Related Agreements: List of other relevant agreements affecting share transfers
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Corporate Secretariat
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Chief Executive Officer
Chief Financial Officer
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Corporate Lawyer
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