Stock Purchase Agreement Between Shareholders Template for India

1. Tag-Along Rights: Rights of minority shareholders to join in the sale on same terms - include when protecting minority interests

2. Drag-Along Rights: Rights of majority shareholders to force minority to join in sale - include for majority protection

3. Share Pledge: Terms for using shares as security - include if shares are being pledged as collateral

4. Non-Compete: Restrictions on competitive activities - include for strategic sales

5. Right of First Refusal: Existing shareholders' rights to purchase shares before third parties - include for closely held companies

6. Foreign Investment Compliance: FEMA compliance provisions - include if foreign shareholders are involved

7. Tax Matters: Specific tax-related provisions and allocations - include for complex transactions

8. Board Composition: Changes to board structure post-transaction - include if governance changes are intended

1. Share Details: Detailed description of shares being transferred including share certificate numbers and distinctive numbers

2. Disclosure Schedule: Exceptions and qualifications to representations and warranties

3. Company Information: Detailed corporate information including assets, liabilities, and material contracts

4. Encumbrances: List of any existing charges or encumbrances on the shares

5. Corporate Authorizations: Copies of board resolutions and other corporate approvals

6. Share Certificates: Copies of relevant share certificates

7. Shareholding Pattern: Pre and post-transaction shareholding structure

8. Payment Schedule: If payment is in installments, detailed payment timeline and terms