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Stock Buy Sell Agreement
"I need a Stock Buy Sell Agreement for the sale of 25% shareholding in a private technology company, with tag-along rights for minority shareholders and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of all parties to the agreement including selling shareholders, purchasing shareholders, and the company
2. Background: Context of the agreement, including current shareholding structure and reason for the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price and Payment Terms: Detailed payment structure, timing, and method of payment
6. Conditions Precedent: Conditions that must be satisfied before the transaction can complete
7. Completion: Process and requirements for completing the transaction, including timing and delivery of documents
8. Representations and Warranties: Statements of fact and assurances from both seller and purchaser
9. Covenants: Ongoing obligations of the parties before and after completion
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of shares by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need right to force minority shareholders to join in sale
3. Right of First Refusal: Include when existing shareholders should have priority right to purchase shares before third parties
4. Share Retention and Lock-in: Include when restrictions on share transfers for specific periods are needed
5. Non-Compete and Non-Solicitation: Include when selling shareholders need to be restricted from competing activities
6. Foreign Investment Compliance: Include when transaction involves foreign investors and FEMA compliance
7. Earn-out Provisions: Include when part of purchase price is contingent on future performance
8. Board Nomination Rights: Include when purchaser is to receive board representation rights
1. Schedule 1 - Share Details: Details of shares being transferred including share certificate numbers and distinctive numbers
2. Schedule 2 - Warranties: Detailed list of warranties given by seller and purchaser
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion
4. Schedule 4 - Company Information: Key company information including financial statements and material contracts
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares
6. Appendix A - Board Resolutions: Format of board resolutions required for the transaction
7. Appendix B - Share Transfer Forms: Format of share transfer forms to be executed
8. Appendix C - Payment Details: Detailed payment instructions and bank account information
Authors
Board
Business Day
Companies Act
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Adherence
Encumbrance
Event of Default
Fair Market Value
Financial Year
Governmental Authority
Group
Initial Public Offering
Losses
Material Adverse Effect
Purchase Price
Purchaser
Related Party
Relevant Shares
Representatives
Reserved Matters
SEBI
Seller
Share Capital
Shareholders
Shares
Stamp Duty
Subsidiaries
Tag-Along Notice
Tag-Along Right
Target Company
Tax
Third Party
Transaction Documents
Transfer
Valuation
Warranties
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Covenants
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Lock-in Period
Share Transfer Restrictions
Board Composition
Voting Rights
Reserved Matters
Non-Compete
Non-Solicitation
Confidentiality
Tax Indemnity
General Indemnity
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Further Assurance
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Education
Infrastructure
Agriculture
Entertainment
Logistics
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Investment Banking
Board Secretariat
Mergers & Acquisitions
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
M&A Director
Finance Director
Business Development Manager
Corporate Finance Manager
Compliance Officer
Private Equity Manager
Investment Manager
Risk Manager
Board Director
Managing Director
Shareholder Relations Manager
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