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Share Purchase Agreement Between Shareholders
"I need a Share Purchase Agreement Between Shareholders for a Hong Kong technology company where two minority shareholders are selling their combined 30% stake to an existing majority shareholder, with completion planned for March 2025 and including earnout provisions based on the company's 2025 performance."
1. Parties: Identification of the seller(s), purchaser(s), and the target company
2. Background: Context of the transaction, including current shareholding structure and reason for the transfer
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document
4. Sale and Purchase: Core transaction terms including the shares being sold and basic sale obligations
5. Purchase Price: Amount payable for the shares and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion obligations become binding
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and target company
10. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase and funding
11. Limitations on Liability: Limitations on warranty claims and general liability of the parties
12. Confidentiality: Obligations regarding transaction confidentiality and announcements
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
15. Execution: Signature blocks and execution formalities
1. Price Adjustment: Mechanisms for adjusting the purchase price post-completion, used when price depends on completion accounts or earnouts
2. Tax Covenant: Specific tax indemnities and allocations, used when tax risks are a significant concern
3. Non-Competition: Restrictions on seller's competing activities, used when seller remains active in the industry
4. Transitional Services: Arrangements for post-completion services by seller, used when business continuity requires seller's involvement
5. Tag-Along Rights: Rights of other shareholders to join the sale, used in partial stake sales
6. Drag-Along Rights: Rights to force other shareholders to join the sale, used in majority stake transfers
7. Break Fee: Compensation payable if either party terminates the transaction, used in high-value or complex deals
8. Employee Matters: Specific provisions regarding employees, used when employment arrangements are key to the transaction
1. Share Details: Details of the shares being transferred including share certificate numbers and class rights
2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Completion Deliverables: Complete list of documents and items to be delivered at completion
4. Warranties: Detailed warranties regarding the company, its business and assets
5. Company Information: Key details about the target company including corporate information and material contracts
6. Properties: Details of company's real estate assets and leases
7. Intellectual Property: Schedule of company's IP rights and licenses
8. Form of Resignation Letters: Template resignation letters for outgoing directors if applicable
9. Form of Board Resolutions: Template board resolutions approving the share transfer
10. Disclosed Matters: Specific disclosures against the warranties
Authors
Articles of Association
Board
Business Day
Companies Ordinance
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Connected Persons
Consideration
Disclosure Letter
Encumbrance
Group
Group Company
HK$
HKIAC
Hong Kong
Intellectual Property Rights
Law
Losses
Material Adverse Change
Material Contract
Notice
Parties
Purchase Price
Purchaser
Related Party
Relevant Authority
Sale Shares
Securities and Futures Ordinance
Seller
Shareholders Agreement
Stamp Duty
Subsidiaries
Tax
Transaction Documents
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Limitations on Liability
Indemnification
Confidentiality
Announcements
Non-Competition
Non-Solicitation
Tax Matters
Stamp Duty
Further Assurance
Assignment
Costs
Notices
Severability
Entire Agreement
Variations
Waiver
Third Party Rights
Governing Law
Dispute Resolution
Force Majeure
Termination
Survival
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Education
Energy
Transportation
Construction
Hospitality
Media and Entertainment
Telecommunications
Consumer Goods
Industrial Services
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Risk Management
Board of Directors
Executive Management
Investment
Business Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Board Director
Managing Director
Compliance Officer
Corporate Development Manager
Financial Controller
Business Development Director
Risk Manager
Company Director
General Counsel
Transaction Manager
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A Hong Kong law-governed agreement detailing terms and conditions for the sale and purchase of company shares, including transfer provisions and regulatory compliance requirements.
Share Purchase Agreement Between Shareholders
A Hong Kong law-governed agreement documenting the sale and purchase of shares between existing shareholders, setting out transfer terms, conditions, and mutual obligations.
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