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1. Parties: Identification of the Seller(s) and Purchaser(s) with their full legal details
2. Background: Context of the transaction, including details about the company whose shares are being transferred
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and purchase price
5. Purchase Price: Detailed terms of the purchase consideration, payment method, and timing
6. Conditions Precedent: Any conditions that must be fulfilled before the transfer becomes effective
7. Completion: Process and requirements for completing the transfer, including timing and delivery of documents
8. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares
9. Tax Matters: Provisions dealing with Securities Transfer Tax and other applicable taxes
10. Confidentiality: Obligations regarding confidential information related to the transaction
11. Notices: Process and requirements for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Signing: Execution provisions and signature blocks
1. Purchaser's Warranties: Warranties from the purchaser, typically included in larger transactions or when payment terms are complex
2. Security Arrangements: Required when the purchase price is paid in installments or there are other security requirements
3. Board and Shareholder Approvals: Detailed section on corporate approvals when required by company constitution or shareholders' agreement
4. Competition Law Compliance: Required for larger transactions that may trigger competition law requirements
5. Exchange Control: Required when the transaction involves non-resident parties
6. Tag-Along/Drag-Along Rights: When other shareholders have specific rights that need to be addressed
7. Post-Completion Obligations: When there are specific requirements after the transfer is completed
8. Earn-out Provisions: When part of the purchase price is contingent on future performance
1. Share Details: Detailed description of the shares being transferred, including share certificate numbers and share history
2. Company Information: Key details about the company including registration number, registered address, and shareholding structure
3. Warranties: Detailed list of warranties given by the seller regarding the shares and the company
4. Required Consents: List of all required regulatory and third-party consents
5. Completion Requirements: Detailed list of all documents and actions required for completion
6. Encumbrances: Details of any existing encumbrances on the shares
7. Payment Schedule: If payment is in installments or subject to conditions, detailed payment terms and timing
8. Related Agreements: Copies or details of any related agreements affecting the share transfer
Business Day
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Effective Date
Encumbrance
Group
Material Adverse Change
Memorandum of Incorporation
Outstanding Amount
Parties
Purchase Price
Purchaser
Related Party
SARB
Securities Transfer Tax
Seller
Shares
Signature Date
South African Companies Act
Tax
Tax Authority
Transaction
Transfer
Transfer Documents
Transfer Secretary
Warranties
ZAR
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Seller's Warranties
Purchaser's Warranties
Tax Matters
Securities Transfer Tax
Exchange Control
Competition Law
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Force Majeure
Breach
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Costs
General Provisions
Whole Agreement
Variation
Severability
Counterparts
Financial Services
Banking
Legal Services
Private Equity
Investment Management
Manufacturing
Technology
Mining
Retail
Real Estate
Healthcare
Telecommunications
Professional Services
Energy
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Risk Management
Corporate Secretariat
Investment
Treasury
Due Diligence
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Corporate Lawyer
Investment Manager
Compliance Officer
Financial Director
Mergers & Acquisitions Director
Corporate Finance Manager
Transaction Advisory Manager
Due Diligence Specialist
Investment Banker
Private Equity Manager
Risk Manager
Tax Director
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