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Share Purchase Agreement And Shareholders Agreement

Share Purchase Agreement And Shareholders Agreement Template for India

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Key Requirements PROMPT example:

Share Purchase Agreement And Shareholders Agreement

"I need a Share Purchase Agreement and Shareholders Agreement for a US-based technology investor acquiring 25% stake in our Indian software company, with board representation rights and specific provisions for technology transfer compliance, to be completed by March 2025."

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Document background
The Share Purchase Agreement And Shareholders Agreement is a crucial document used in Indian corporate transactions where shares are being transferred and ongoing shareholder relationships need to be regulated. It serves two primary purposes: facilitating the immediate share transfer transaction and establishing the framework for future company governance. This document is essential when investors are buying into a company, during partial exits by existing shareholders, or in strategic investments. It must comply with Indian regulatory requirements including the Companies Act, 2013, SEBI regulations, and applicable stamp duty laws. The agreement typically includes detailed provisions on share valuation, transfer mechanics, representations and warranties, board composition, reserved matters, minority protection rights, and exit mechanisms. It's particularly important in private companies where shares are not freely transferable and shareholder relationships need careful structuring.
Suggested Sections

1. Parties: Identification of all parties to the agreement including sellers, purchasers, and the company

2. Background/Recitals: Context of the transaction and current company status

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment mechanics

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Completion: Process and requirements for closing the transaction

7. Warranties and Representations: Statements of fact and assurances from sellers and purchasers

8. Board Composition and Management: Structure and appointment rights for the board of directors

9. Reserved Matters: Decisions requiring special approval from specific shareholders

10. Share Transfer Restrictions: Limitations and procedures for future transfer of shares

11. Rights and Obligations of Shareholders: Core shareholder rights including voting and dividend rights

12. Information Rights: Shareholders' rights to company information and financial statements

13. Confidentiality: Protection of confidential information

14. Term and Termination: Duration of the agreement and termination provisions

15. Dispute Resolution: Mechanism for resolving disputes between parties

16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

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 a sale

3. Anti-Dilution Protection: Include when investors need protection against future down rounds

4. IPO Rights: Include when parties anticipate a future public offering

5. Right of First Refusal: Include when existing shareholders should have priority to purchase shares being sold

6. Put and Call Options: Include when parties want specific rights to sell or buy shares at predetermined terms

7. Non-Compete and Non-Solicit: Include when restricting parties from competing or poaching employees is necessary

8. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

Suggested Schedules

1. Share Capital and Shareholding Pattern: Details of company's share capital and current shareholding structure

2. Warranties: Detailed list of warranties given by the sellers

3. Deed of Adherence: Template for future shareholders to become bound by the agreement

4. Company Assets: List of material assets owned by the company

5. Intellectual Property Rights: Details of company's IP portfolio

6. Material Contracts: List of important contracts the company is party to

7. Completion Obligations: Detailed list of actions and documents required at completion

8. Reserved Matters List: Comprehensive list of decisions requiring special approval

9. Business Plan: Initial business plan and financial projections

10. Form of Board Resolutions: Template resolutions for implementing the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Board
Business
Business Day
Business Plan
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group Company
Independent Director
Initial Public Offering
Intellectual Property Rights
Investment Amount
Investor
Key Management Personnel
Long Stop Date
Material Adverse Effect
Minority Shareholder
Ordinary Course of Business
Parties
Permission
Promoter
Purchase Price
Purchaser
Related Party
Reserved Matters
Sale Shares
Seller
Share Capital
Shareholders
Shares
Subsidiary
Tag Along Right
Transfer
Warranties
Working Day
Clauses
Interpretation
Definitions
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Board Composition
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution
Information Rights
Dividend Rights
Exit Rights
Non-Compete
Non-Solicitation
Confidentiality
Indemnification
Term and Termination
Events of Default
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Force Majeure
Entire Agreement
Amendment
Waiver
Further Assurance
Costs and Expenses
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

E-commerce

Retail

Infrastructure

Telecommunications

Professional Services

Media and Entertainment

Energy and Utilities

Education

Automotive

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Development

Investment

Board of Directors

Executive Leadership

Risk Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Investment Manager

Corporate Lawyer

Managing Director

Board Director

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capital Partner

M&A Director

Corporate Finance Manager

Business Development Director

Industries
Companies Act, 2013: Primary legislation governing company operations, share transfers, shareholder rights, board composition, and corporate governance matters
Securities Contracts (Regulation) Act, 1956: Regulates securities transactions and trading, relevant for share transfer provisions and compliance requirements
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: Governs substantial acquisition of shares, mandatory disclosure requirements, and open offer obligations
Indian Contract Act, 1872: Provides the basic framework for contract formation, validity, and enforcement of contractual obligations
Indian Stamp Act, 1899: Determines the stamp duty payable on share transfer documents and agreements
Income Tax Act, 1961: Governs tax implications of share transfers, including capital gains tax and tax compliance requirements
Foreign Exchange Management Act, 1999: Relevant if foreign investment is involved, governing foreign investment restrictions and compliance requirements
Information Technology Act, 2000: Relevant for electronic execution of documents and digital signatures if agreements are executed electronically
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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