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Share Sale Deed
"I need a Share Sale Deed for transferring 10,000 shares of my private limited technology company to a foreign investor, with completion scheduled for March 2025, including necessary FEMA compliance provisions and an escrow mechanism for the payment."
1. Parties: Identification of the Seller(s) and Purchaser(s) with complete details
2. Background: Context of the transaction, including details of the Company whose shares are being transferred
3. Definitions: Definitions of key terms used throughout the deed
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. Completion: Conditions precedent, completion obligations, and timing of transfer
7. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Purchaser's Representations and Warranties: Warranties regarding authority to purchase and financial capacity
9. Covenants: Pre and post-completion obligations of both parties
10. Indemnification: Indemnity provisions for breach of warranties or representations
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
12. Notices: Process and addresses for serving notices under the deed
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when minority shareholders need protection in case of majority stake sale
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join the sale
3. Non-Compete and Non-Solicitation: Include when seller is required to restrict future business activities
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Foreign Investment Compliance: Include when transaction involves foreign investors
6. Tax Indemnity: Include when specific tax risks need to be allocated between parties
7. Escrow Arrangements: Include when part of the consideration needs to be held in escrow
1. Details of the Shares: Complete description of shares being transferred including share certificate numbers and distinctive numbers
2. Company Information: Details of the company including corporate information, financial statements, and material contracts
3. Warranties: Detailed list of warranties given by the Seller regarding the shares and the company
4. Encumbrances: List of any existing charges or encumbrances on the shares
5. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion
6. Corporate Authorizations: Copies of relevant board resolutions and other corporate approvals
7. Regulatory Approvals: List of required regulatory approvals and their status
8. Disclosure Schedule: Exceptions and qualifications to the warranties
Authors
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Consideration
Disclosure Schedule
Effective Date
Encumbrance
Governmental Authority
INR
Law
Long Stop Date
Material Adverse Effect
Parties
Purchase Price
Purchaser
RBI
Regulatory Approvals
SEBI
Seller
Share Capital
Shares
Stamp Duty
Subsidiaries
Tax
Transaction
Transfer
Warranties
Working Day
Affiliate
Articles of Association
Memorandum of Association
Confidential Information
Corporate Records
Director
Financial Statements
Intellectual Property Rights
Losses
Material Contracts
Registrar of Companies
Related Party
Share Certificates
Shareholders Agreement
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Seller Warranties
Purchaser Warranties
Pre-Completion Covenants
Post-Completion Covenants
Non-Competition
Non-Solicitation
Confidentiality
Indemnification
Tax Matters
Regulatory Compliance
Share Transfer Mechanics
Board Composition
Encumbrances
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Costs and Expenses
Entire Agreement
Severability
Waiver
Amendment
Further Assurance
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Media and Entertainment
Education
Agriculture
Mining and Materials
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Investment Banking
Due Diligence
Board of Directors
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Company Secretary
Legal Counsel
Investment Banker
Private Equity Manager
Mergers & Acquisitions Director
Corporate Finance Manager
Risk Manager
Compliance Officer
Due Diligence Officer
Business Development Director
Board Director
Shareholder Relations Manager
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