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common in Thai market practice for the sellers

to request the private equity purchasers to

give representations and warranties that the

purchasers have sufficient fund to complete
the share sale and purchase transaction.

Apart from the SPA, in the case where after

the share acquisition, there remain continuing
shareholders, the shareholders are generally

entered into a shareholdersû agreement (the

çSHAé) to set out their rights and duties,

including their rights to nominate the companyûs

directors, as well as any other protections

beyond the statutory rights (e.g. veto rights on

some important matters like business transfer).

These provisions of SHA would need to

be reflected in the companyûs articles of

association so that they would be binding not

only upon the contracting parties, but also any
third parties. However, in the case of a public

company, it is relatively difficult in practice to

reflect terms of the SHA in the articles of

association due to the more stringent

interpretation of the Public Limited Company

Act of Thailand by the relevant Thai authority.

Typical provisions of the SHA include the right

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