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1. Parties: Identifies and provides full details of the Seller(s) and Buyer(s), including registration details for corporate entities
2. Background: Describes the company whose shares are being sold, the current ownership structure, and the intention to sell and purchase the shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out rules for interpreting the agreement
4. Sale and Purchase: Details the exact shares being sold, purchase price, and basic transaction structure
5. Purchase Price and Payment: Specifies the amount, currency, payment method, and timing of payments
6. Conditions Precedent: Lists conditions that must be satisfied before completion of the sale
7. Pre-Completion Obligations: Details what each party must do between signing and completion
8. Completion: Specifies the completion date, location, and actions required at completion
9. Seller's Warranties: Lists representations and warranties given by the seller regarding the shares and the company
10. Buyer's Warranties: Contains warranties given by the buyer, including capacity to purchase and funding availability
11. Limitations on Claims: Sets out limitations on warranty claims including time limits and financial thresholds
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Specifies how formal notices under the agreement should be given
14. Governing Law and Jurisdiction: Confirms Qatar law as governing law and specifies jurisdiction for disputes
15. General Provisions: Contains standard boilerplate provisions including entire agreement, variations, and severability
1. Tag Along Rights: Include when minority shareholders need protection to sell their shares on same terms as majority shareholders
2. Drag Along Rights: Include when majority shareholders need right to force minorities to join in sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Tax Covenant: Include when specific tax indemnities are required beyond general warranties
5. Earn-out Provisions: Include when part of purchase price is contingent on future performance
6. Break Fee: Include when compensation is needed if either party withdraws from transaction
7. Employee Matters: Include when specific arrangements needed for key employees post-sale
1. Share Details: Details of shares being sold including share certificate numbers and class rights
2. Company Information: Detailed information about the company including corporate documents and structure
3. Properties: List and details of company's real estate assets if material to transaction
4. Intellectual Property: Schedule of company's IP rights if material to transaction
5. Material Contracts: List and summary of company's important contracts
6. Completion Requirements: Detailed list of documents and actions required at completion
7. Warranties: Detailed warranties about the company and its business
8. Disclosed Matters: Specific disclosures against the warranties
9. Form of Resignation Letters: Template resignation letters for departing directors if required
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