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Agreement For Sale And Purchase Of Shares
"I need an Agreement For Sale And Purchase of Shares for the acquisition of a majority stake (75%) in an Indian technology startup, with provisions for earnout payments over 2 years and board appointment rights for the incoming investor."
1. Parties: Identification of the seller(s), purchaser(s), and the company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for the transfer
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Consideration and Payment Terms: Details of payment structure, timing, and method of payment
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
7. Completion: Process and mechanics for closing the transaction, including timing and delivery requirements
8. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's authority
9. Purchaser's Warranties: Representations and warranties regarding the purchaser's authority and ability to complete the transaction
10. Tax Matters: Allocation of tax liabilities and responsibilities between parties
11. Confidentiality: Obligations regarding confidential information and announcement of the transaction
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Tag Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale
3. Non-Compete and Non-Solicitation: Include when the seller needs to be restricted from competing or poaching employees/customers
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Foreign Investment Compliance: Include when the transaction involves foreign investors and FEMA compliance
6. Board Composition: Include when the transaction affects board appointment rights
7. Put and Call Options: Include when parties want future rights to sell or buy additional shares
8. Employee Matters: Include when the transaction affects key employees or employee stock options
1. Share Details: Details of shares being transferred including certificate numbers and distinctive numbers
2. Company Information: Key corporate information including registration details, licenses, and material contracts
3. Warranties: Detailed warranties and representations about the company and its business
4. Encumbrances: List of any existing encumbrances on the shares or company assets
5. Intellectual Property: Details of company's IP rights and registrations
6. Material Contracts: List and details of important contracts binding the company
7. Required Consents: List of third-party consents required for the transaction
8. Completion Checklist: List of documents and actions required for completion
9. Disclosure Letter: Exceptions and qualifications to the warranties
Authors
Board
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Financial Statements
Financial Year
Governmental Authority
Group
INR
Intellectual Property Rights
Law
Losses
Material Adverse Change
Material Contracts
Parties
Purchase Price
Purchaser
RBI
SEBI
Sale Shares
Seller
Shareholders
Shares
Stamp Duty
Subsidiaries
Tax
Transaction
Transfer
Warranties
Working Day
Equity Share Capital
Articles of Association
Memorandum of Association
Board Resolution
Due Diligence
Indemnification
Long Stop Date
Purchase Consideration
Regulatory Approvals
ROC
Securities
Tag Along Rights
Drag Along Rights
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Company Warranties
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Jurisdiction
Entire Agreement
Severability
Amendments
Counterparts
Costs
Tag Along Rights
Drag Along Rights
Board Composition
Reserved Matters
Information Rights
Exit Rights
Default
Termination
Stamp Duty
Regulatory Compliance
Representations
Waiver
Time of Essence
Authority
Announcements
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
E-commerce
Infrastructure
Energy
Telecommunications
Professional Services
Media and Entertainment
Education
Automotive
Pharmaceuticals
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Corporate Secretarial
Risk Management
Treasury
Tax
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Company Secretary
Investment Banker
Mergers & Acquisitions Director
Legal Counsel
Finance Director
Corporate Development Manager
Business Development Director
Transaction Advisory Manager
Due Diligence Specialist
Compliance Officer
Board Director
Investment Manager
Private Equity Manager
Corporate Finance Manager
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