The Preliminary Share Purchase Agreement is a crucial document used in the initial stages of corporate acquisitions in Pakistan, serving as a bridge between initial negotiations and the final share purchase agreement. This document is typically employed when parties have reached agreement on key commercial terms but require a formal framework for due diligence and detailed negotiations. It includes essential provisions required under Pakistani law, such as compliance with the Companies Act 2017 and Securities Act 2015, while establishing exclusivity periods, confidentiality obligations, and preliminary pricing mechanisms. The agreement is particularly important in the Pakistani context where regulatory approvals and specific legal requirements must be carefully considered and planned for during the transaction process.
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1. Parties: Identification of the seller(s), purchaser(s) and the target company, including their registration details and addresses
2. Background: Context of the proposed transaction, including brief description of the target company and intention to enter into a final share purchase agreement
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Business Day', 'Confidential Information', 'Due Diligence', 'Long Stop Date'
4. Sale and Purchase: Basic terms of the proposed transaction, including number of shares, preliminary purchase price or pricing mechanism
5. Conditions Precedent: Key conditions that must be satisfied before proceeding to final agreement, including due diligence, regulatory approvals
6. Due Diligence: Framework for the buyer's due diligence process, including scope, timeline, and access rights
7. Exclusivity: Commitment from seller not to negotiate with other potential buyers for a specified period
8. Confidentiality: Obligations regarding confidential information exchanged during the preliminary phase
9. Costs and Expenses: Allocation of costs during the preliminary phase, especially regarding due diligence and advisors
10. Binding Effect: Specification of which provisions are legally binding and which are subject to final agreement
11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for dispute resolution
1. Break Fee: Include when parties want to specify compensation if either party withdraws from negotiations under certain circumstances
2. Management Provisions: Include when there are specific arrangements regarding management of the target company during the preliminary phase
3. Dispute Resolution: Include detailed arbitration or mediation provisions if parties prefer alternative dispute resolution
4. Foreign Investment Provisions: Include when the purchaser is a foreign entity, addressing specific regulatory requirements
5. Employee Matters: Include when there are specific arrangements or commitments regarding employees during the preliminary phase
1. Share Details: Details of the shares being sold, including class, nominal value, and percentage of total issued share capital
2. Initial Due Diligence Checklist: Preliminary list of documents and information required for due diligence
3. Preliminary Purchase Price Calculation: If applicable, the methodology or formula for calculating the purchase price
4. Timetable: Proposed timeline for key milestones including due diligence, negotiations, and completion
5. Form of Confidentiality Agreement: If not previously executed, the form of confidentiality agreement to be signed
6. Material Contracts: List of key contracts or commitments that may affect the transaction
7. Required Regulatory Approvals: List of regulatory approvals required for the transaction
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