The Share and Asset Purchase Agreement (SAPA) is a specialized transaction document used in South African mergers and acquisitions where the deal structure requires both the purchase of company shares and specific assets. This hybrid agreement is particularly useful in situations where certain assets need to be carved out or where regulatory requirements necessitate a split between share and asset acquisition. The document must comply with South African legislation including the Companies Act 71 of 2008, Competition Act 89 of 1998, and various tax laws. It typically includes comprehensive warranties, indemnities, and conditions precedent specific to both share and asset components, while addressing unique South African considerations such as B-BBEE compliance, exchange control regulations, and competition law requirements. The agreement is essential for complex corporate restructurings, partial business acquisitions, and strategic investments where both corporate ownership and specific assets are being transferred.
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Key Requirements PROMPT example:
Share And Asset Purchase Agreement
"I need a Share and Asset Purchase Agreement under South African law for the acquisition of a medium-sized manufacturing company, including its production facilities and IP rights, with completion planned for March 2025 and specific attention to B-BBEE compliance requirements."
1. Parties: Identification of the seller(s), purchaser(s), and any guarantors or other relevant parties
2. Background: Context of the transaction, including description of the target company and assets being transferred
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms covering both share and asset components of the sale
5. Purchase Price: Price structure, allocation between shares and assets, payment terms and adjustments
6. Conditions Precedent: Required approvals, consents and other conditions that must be met before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties: Comprehensive warranties covering both share and asset components
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax-specific provisions, indemnities and allocations
12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
13. Confidentiality and Announcements: Provisions regarding confidentiality and public communications
14. General Provisions: Standard boilerplate clauses including notices, governing law, etc
1. Employee Matters: Specific section dealing with employee transfers and related obligations - required if employees are transferring
2. Intellectual Property: Detailed IP provisions - required if significant IP assets are involved
3. Competition Compliance: Specific competition law provisions - required for larger transactions requiring competition authority approval
4. B-BBEE Provisions: Specific provisions regarding B-BBEE compliance - required if B-BBEE status is material to the transaction
5. Environmental Matters: Environmental warranties and indemnities - required if business involves environmental risks
6. Earn-out Provisions: Detailed earn-out mechanics - required if purchase price includes an earn-out component
7. Transitional Services: Provisions regarding post-completion services - required if seller will provide services post-completion
8. Property Matters: Specific provisions dealing with property transfers - required if real property is being transferred
9. Foreign Exchange Provisions: Specific provisions regarding exchange control - required if transaction involves foreign parties
1. Share Details: Details of shares being transferred including share certificates and shareholder information
2. Asset Schedule: Detailed list and description of assets being transferred
3. Excluded Assets: List of assets specifically excluded from the transaction
4. Purchase Price Allocation: Detailed breakdown of purchase price allocation between shares and various asset categories
5. Warranties: Detailed warranties schedule including both general and specific warranties
6. Disclosure Schedule: Seller's disclosures against the warranties
7. Properties: Details of any real property included in the transaction
8. Material Contracts: List and copies of material contracts being transferred
9. Intellectual Property: Schedule of IP rights being transferred
10. Employees: List of transferring employees and their employment terms
11. Completion Obligations: Detailed list of completion deliverables and actions
12. Form of Tax Indemnity: Standard form tax indemnity
13. Required Consents: List of required third-party consents and regulatory approvals
Authors
Relevant legal definitions
Accounting Standards
Accounts
Accounts Date
Acquired Assets
Adjustment Amount
Affiliate
Agreement
Applicable Law
Assets
B-BBEE
Business
Business Day
Calculation Date
Claims
Companies Act
Competition Act
Competition Authority
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosure Letter
Effective Date
Employees
Encumbrance
Exchange Control Regulations
Excluded Assets
Excluded Liabilities
Financial Statements
Group
Guarantor
Intellectual Property Rights
Interim Period
Knowledge
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Properties
Purchase Price
Purchaser
Rand
Related Persons
Relevant Authority
Sale Shares
SARB
Seller
Seller's Warranties
Shares
Signature Date
South African Reserve Bank
Straddle Period
Subsidiaries
Target Company
Tax
Tax Authority
Tax Indemnity
Tax Returns
Tax Warranties
Transaction
Transaction Documents
Transfer
Transfer Date
Transferring Employees
VAT
Warranties
Working Capital
Accounts
Accounts Date
Acquired Assets
Adjustment Amount
Affiliate
Agreement
Applicable Law
Assets
B-BBEE
Business
Business Day
Calculation Date
Claims
Companies Act
Competition Act
Competition Authority
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosure Letter
Effective Date
Employees
Encumbrance
Exchange Control Regulations
Excluded Assets
Excluded Liabilities
Financial Statements
Group
Guarantor
Intellectual Property Rights
Interim Period
Knowledge
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Properties
Purchase Price
Purchaser
Rand
Related Persons
Relevant Authority
Sale Shares
SARB
Seller
Seller's Warranties
Shares
Signature Date
South African Reserve Bank
Straddle Period
Subsidiaries
Target Company
Tax
Tax Authority
Tax Indemnity
Tax Returns
Tax Warranties
Transaction
Transaction Documents
Transfer
Transfer Date
Transferring Employees
VAT
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase of Shares
Sale and Purchase of Assets
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Asset Warranties
Limitations on Liability
Tax Indemnity
Employee Matters
Property Matters
Intellectual Property
Restrictive Covenants
Confidentiality
Competition Compliance
B-BBEE Compliance
Exchange Control
Data Protection
Environmental Matters
Insurance
Assignment
Force Majeure
Announcements
Notices
Further Assurance
Costs
Entire Agreement
Severability
Variations
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Definitions
Sale and Purchase of Shares
Sale and Purchase of Assets
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Asset Warranties
Limitations on Liability
Tax Indemnity
Employee Matters
Property Matters
Intellectual Property
Restrictive Covenants
Confidentiality
Competition Compliance
B-BBEE Compliance
Exchange Control
Data Protection
Environmental Matters
Insurance
Assignment
Force Majeure
Announcements
Notices
Further Assurance
Costs
Entire Agreement
Severability
Variations
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Manufacturing
Technology
Real Estate
Mining
Financial Services
Retail
Healthcare
Agriculture
Energy
Telecommunications
Professional Services
Industrial
Construction
Hospitality
Transportation
Media and Entertainment
Relevant Teams
Legal
Finance
Mergers & Acquisitions
Corporate Development
Tax
Compliance
Risk Management
Treasury
Business Development
Corporate Secretarial
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Finance Director
Mergers & Acquisitions Director
Business Development Manager
Company Secretary
Financial Controller
Tax Director
Compliance Officer
Risk Manager
Investment Manager
Transaction Advisory Partner
Due Diligence Manager
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