A Share Purchase Agreement is a crucial document used in corporate transactions for the acquisition of shares in a company. This agreement, structured under Hong Kong law, is essential when acquiring partial or full ownership of a company through share purchase rather than asset acquisition. It typically includes detailed provisions covering the transaction price, payment structure, warranties about the company's condition, indemnities, conditions precedent, and completion mechanics. The document must comply with Hong Kong's Companies Ordinance, Securities and Futures Ordinance, and Stamp Duty Ordinance, among other regulations. It's particularly important in private company transactions where shares are not publicly traded, and requires careful consideration of Hong Kong's specific legal requirements, including statutory filing obligations and regulatory approvals.
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1. Parties: Identifies and defines the Seller(s), Purchaser(s), and Company whose shares are being sold
2. Background: Sets out the context of the transaction, including current ownership of shares and intention to sell
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and completion mechanics
5. Consideration: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties: Seller's representations and warranties about the company and shares
10. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims
11. Tax Covenant: Provisions dealing with tax liabilities and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public statements about the transaction
14. Costs: Allocation of transaction costs and expenses
15. Notices: Process for formal communications between parties
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Non-Competition: Restrictions on seller's future competitive activities - used when seller is active in the industry
2. Earn-out Provisions: Additional payment mechanisms based on future performance - used in performance-dependent deals
3. Security for Claims: Escrow or other security arrangements - used for higher-risk transactions
4. Employee Matters: Specific provisions regarding key employees - used when retention is critical
5. Intellectual Property Rights: Special IP provisions - used when IP is a key asset
6. Real Estate Matters: Specific property-related provisions - used when real estate is material
7. Transitional Services: Post-completion support arrangements - used when seller provides crucial services
8. Break Fee: Compensation if deal fails - used in complex or high-value transactions
1. Share Details: Details of shares being transferred including share certificates
2. Warranties: Detailed warranties about the company, business, and shares
3. Company Information: Key details about the company including corporate information
4. Properties: Details of company's real estate assets
5. Intellectual Property: List of IP rights owned or used by the company
6. Material Contracts: Summary of key commercial agreements
7. Employees: Details of employment arrangements and benefits
8. Completion Deliverables: List of documents and actions required at completion
9. Permitted Leakage: Agreed exceptions to locked box provisions if applicable
10. Data Room Index: Index of due diligence materials provided
Relevant legal definitions
Accounts
Accounts Date
Agreed Form
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Data Room
Disclosed
Disclosed Documents
Disclosure Letter
Encumbrance
Group
Group Company
Hong Kong
HK$
Intellectual Property Rights
Law
Lease
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Owned Properties
Parties
Properties
Purchase Price
Purchaser
Sale Shares
Seller
Seller's Group
Seller's Solicitors
Signing Date
Shares
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Liability
Tax Return
Tax Warranties
Third Party
Transaction
Transaction Documents
Warranties
Warranty Claim
Working Capital
Accounts Date
Agreed Form
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Data Room
Disclosed
Disclosed Documents
Disclosure Letter
Encumbrance
Group
Group Company
Hong Kong
HK$
Intellectual Property Rights
Law
Lease
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Owned Properties
Parties
Properties
Purchase Price
Purchaser
Sale Shares
Seller
Seller's Group
Seller's Solicitors
Signing Date
Shares
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Liability
Tax Return
Tax Warranties
Third Party
Transaction
Transaction Documents
Warranties
Warranty Claim
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Covenants
Limitations on Liability
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Announcements
Costs
Notices
Severability
Entire Agreement
Variations
Waiver
Third Party Rights
Governing Law
Dispute Resolution
Force Majeure
Termination
Break Fee
Anti-Corruption
Data Protection
Regulatory Compliance
Stamp Duty
Company Administration
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Insurance
Environmental Compliance
Competition Law
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Covenants
Limitations on Liability
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Announcements
Costs
Notices
Severability
Entire Agreement
Variations
Waiver
Third Party Rights
Governing Law
Dispute Resolution
Force Majeure
Termination
Break Fee
Anti-Corruption
Data Protection
Regulatory Compliance
Stamp Duty
Company Administration
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Insurance
Environmental Compliance
Competition Law
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Telecommunications
Media & Entertainment
Construction
Transportation & Logistics
Education
Agriculture
Mining & Resources
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Risk Management
Company Secretarial
Business Development
Investment
Due Diligence
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Banker
Managing Director
Finance Director
Company Secretary
Corporate Development Manager
Mergers & Acquisitions Director
Legal Counsel
Investment Director
Business Development Director
Risk Manager
Compliance Officer
Financial Controller
Board Director
Private Equity Manager
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