Contract Of Sale Of Shares Template for Hong Kong

1. Tax Covenant: Detailed tax indemnities and procedures - used when specific tax risks are identified

2. Non-Competition: Restrictions on seller's competing activities - used when seller has significant market knowledge

3. Intellectual Property Protection: Special provisions for IP rights - used when company has significant IP assets

4. Employee Matters: Specific provisions regarding key employees - used when retention of employees is crucial

5. Earn-out Provisions: Structure for additional payments based on future performance - used in performance-based deals

6. Tag-Along/Drag-Along Rights: Rights for minority shareholders - used in partial stake sales

7. Break Fee: Compensation if deal fails - used in high-value transactions with significant due diligence costs

8. Foreign Investment Provisions: Special provisions for foreign buyers - used when buyer is not Hong Kong-based

1. Share Details: Details of shares being sold including share certificate numbers and shareholding history

2. Company Information: Key details about the company including registration number, registered office, directors

3. Warranties: Detailed warranties about the company, its business and assets

4. Properties: List and details of company's real estate assets

5. Intellectual Property: Schedule of IP rights owned or licensed by the company

6. Material Contracts: List and summary of important commercial contracts

7. Employees: Details of key employees and their terms of employment

8. Completion Requirements: Detailed list of documents and actions required at completion

9. Disclosed Matters: Specific disclosures against the warranties