The Company Sale and Purchase Agreement is a crucial document used in corporate acquisitions and business sales in Hong Kong. It serves as the primary transaction document when transferring ownership of a company, whether through a share sale or asset sale. The agreement must comply with Hong Kong legal requirements, including the Companies Ordinance (Cap. 622), Stamp Duty Ordinance, and other relevant legislation. It contains essential provisions covering purchase price, conditions precedent, warranties, indemnities, and completion mechanics, while also addressing jurisdiction-specific matters such as regulatory approvals and local business practices. This document is typically prepared following initial negotiations and heads of terms, and often requires input from various professional advisors including lawyers, accountants, and tax specialists.
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1. Parties: Identification of the seller(s), purchaser(s) and any guarantors
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic sale obligation
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Warranties: Seller's representations and warranties about the company and business
10. Limitations on Liability: Restrictions on warranty claims and general liability caps
11. Tax Covenant: Special indemnity for tax liabilities arising from pre-completion period
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications
13. Post-Completion Obligations: Ongoing obligations after completion
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities
3. Employee Matters: Needed when specific arrangements for employees are required
4. Seller Financing: Included when part of purchase price is paid through deferred payments
5. Real Estate Provisions: Required when company owns significant real estate assets
6. Intellectual Property Rights: Detailed IP provisions when company has significant IP assets
7. Environmental Matters: Required for companies with environmental risks or obligations
8. Data Protection: Detailed provisions when significant personal data is involved
9. Bank Consent: Required when target company has significant banking relationships needing consent
10. Transitional Services: Needed when seller will provide services post-completion
1. Company Details: Corporate information, shareholding structure, and subsidiaries
2. Properties: Details of owned and leased real estate
3. Intellectual Property: List of patents, trademarks, and other IP rights
4. Material Contracts: Summary of key commercial contracts
5. Employee Information: List of employees and their key terms of employment
6. Completion Deliverables: Detailed list of documents and items to be delivered at completion
7. Warranties: Detailed warranties about the company and business
8. Tax Warranties: Specific warranties relating to tax matters
9. Disclosed Matters: Exceptions and qualifications to the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions for completion
12. Accounts: Latest financial statements and management accounts
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