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Share Redemption Agreement
"I need a Share Redemption Agreement for an unlisted private limited company in India to redeem 10,000 preference shares from a single institutional investor by March 2025, with payment to be made in two installments."
1. Parties: Identification of the company and the shareholders whose shares are being redeemed
2. Background: Recitals explaining the context of the redemption, including company's authority to redeem shares
3. Definitions: Definitions of key terms used throughout the agreement
4. Agreement to Redeem: Core agreement clause specifying the shares to be redeemed and basic terms
5. Redemption Price: Details of the redemption price per share and total consideration
6. Payment Terms: Terms and method of payment for the redeemed shares
7. Conditions Precedent: Conditions that must be satisfied before the redemption can occur
8. Closing: Details of the closing process, timing, and deliverables
9. Representations and Warranties: Standard representations by both parties regarding authority, ownership, and compliance
10. Tax Matters: Provisions regarding tax implications and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process and details for serving notices under the agreement
13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction details
14. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
1. Regulatory Compliance: Required for listed companies to address SEBI regulations and additional compliance requirements
2. Tag-Along Rights: Include when partial redemption might trigger rights of other shareholders
3. Escrow Arrangements: Include when payment is to be made through an escrow mechanism
4. Non-Competition and Non-Solicitation: Include when redeeming shares from key shareholders who had operational roles
5. Corporate Approvals: Detailed section needed for listed companies or when special resolutions are required
6. Foreign Exchange Compliance: Required when shareholders are non-resident Indians or foreign nationals
1. Details of Shares: Complete details of shares being redeemed including share certificate numbers, distinctive numbers, and class of shares
2. Calculation of Redemption Price: Detailed methodology and calculations used to determine the redemption price
3. Corporate Authorizations: Copies of board resolutions, shareholder resolutions, and other corporate approvals
4. Closing Checklist: List of all documents and actions required for closing
5. Form of Share Transfer Forms: Templates of required statutory forms for share transfer
6. Tax Certificates: Required tax declarations and certificates
7. Regulatory Filings: List and copies of all required regulatory filings and forms
Authors
Applicable Law
Board
Business Day
Closing
Closing Date
Companies Act
Company
Conditions Precedent
Confidential Information
Consideration
Deed of Adherence
Encumbrance
Governmental Authority
Income Tax Act
Independent Valuer
Long Stop Date
Material Adverse Effect
Parties
Person
Redemption Notice
Redemption Price
Redemption Shares
Regulatory Approvals
SEBI
Share Certificate
Shareholders
Shares
Stamp Act
Tax
Transaction Documents
Transfer
Valuation Report
Working Capital
Redemption Terms
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Representations and Warranties
Tax Matters
Regulatory Compliance
Corporate Authorizations
Share Transfer
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Waiver
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Infrastructure
Telecommunications
Education
Mining and Materials
Legal
Finance
Corporate Secretarial
Compliance
Tax
Corporate Development
Treasury
Risk Management
Corporate Affairs
Investor Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
Financial Controller
Tax Manager
Compliance Officer
Board Director
Corporate Finance Manager
Chief Legal Officer
Managing Director
Finance Director
Corporate Development Manager
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