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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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