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1. Parties: Identification of all parties involved in the buyout transaction
2. Background: Context of the transaction, including current ownership structure and reason for buyout
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Agreed purchase price, payment terms, and any adjustments
6. Completion: Details of when and how the transaction will be completed, including conditions precedent
7. Seller's Warranties: Warranties regarding the shares/assets being sold, company status, and financial position
8. Buyer's Warranties: Warranties regarding the buyer's capacity and ability to complete the transaction
9. Pre-completion Obligations: Obligations of both parties before completion, including business conduct requirements
10. Confidentiality: Provisions regarding confidential information and publicity
11. Restraint of Trade: Non-compete and non-solicitation provisions
12. Dispute Resolution: Process for resolving any disputes that may arise
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. B-BBEE Compliance: Required if the transaction needs to maintain specific B-BBEE levels or requirements
2. Competition Law Compliance: Required for larger transactions that may require competition authority approval
3. Employee Matters: Required if there are specific arrangements regarding employees or management
4. Intellectual Property: Required if significant IP assets are involved in the transaction
5. Tax Indemnities: Required if specific tax arrangements or indemnities are needed
6. Exchange Control: Required if transaction involves foreign parties or cross-border elements
7. Transitional Services: Required if seller will provide ongoing services post-completion
8. Security Arrangements: Required if payment is deferred or guarantees are needed
1. Share Capital and Shareholding: Details of the company's share capital structure and current shareholding
2. Company Information: Key details about the company including registration numbers, directors, and addresses
3. Purchase Price Calculation: Detailed methodology for calculating the purchase price, including any adjustments
4. Completion Requirements: Checklist of all documents and actions required for completion
5. Warranties: Detailed warranties given by the seller regarding the business
6. Material Contracts: List and details of important contracts affecting the business
7. Properties: Details of any properties owned or leased by the company
8. Intellectual Property Rights: Schedule of all IP rights owned or used by the company
9. Employee Information: Details of key employees and their terms of employment
10. Disclosed Matters: Information disclosed against the warranties
B-BBEE
Business
Business Day
Buyer
Claims
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosed Matters
Effective Date
Encumbrance
Financial Statements
Financial Year
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Purchase Price
Purchase Price Adjustment
Related Persons
Relevant Authority
Restricted Business
Restricted Period
Sale Shares
SARS
Seller
Seller's Warranties
Shareholders
Signature Date
South African Reserve Bank
Taxation
Tax Authority
Transaction
Transaction Documents
Warranties
ZAR
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Pre-Completion Undertakings
Post-Completion Undertakings
Warranties and Representations
Indemnities
Tax Matters
B-BBEE Compliance
Competition Law Compliance
Exchange Control
Confidentiality
Announcements
Non-Compete
Non-Solicitation
Employee Matters
Intellectual Property
Further Assurance
Assignment
Costs
Notices
Dispute Resolution
Governing Law
Force Majeure
Severability
Whole Agreement
Variation
Waiver
Breach
Termination
Private Equity
Manufacturing
Retail
Professional Services
Technology
Mining
Agriculture
Financial Services
Healthcare
Real Estate
Construction
Telecommunications
Energy
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Board of Directors
Corporate Secretariat
Tax
Treasury
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Finance Director
Business Development Manager
Investment Manager
Company Secretary
Financial Controller
Mergers & Acquisitions Director
Risk Manager
Commercial Director
Compliance Officer
Board Member
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