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Conditional Share Purchase Agreement

Conditional Share Purchase Agreement Template for India

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Key Requirements PROMPT example:

Conditional Share Purchase Agreement

"I need a Conditional Share Purchase Agreement for the acquisition of 75% shares in a private Indian technology company, with completion subject to government approvals and intellectual property due diligence to be completed by March 2025."

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Document background
The Conditional Share Purchase Agreement is a crucial document used in Indian corporate transactions where the transfer of company shares is subject to certain conditions being fulfilled before the transaction can complete. This agreement type is commonly used in scenarios involving regulatory approvals, third-party consents, or specific performance requirements from either party. The document comprehensively covers all aspects of the share transfer, from initial terms to completion mechanics, while ensuring compliance with Indian regulatory requirements including the Companies Act, 2013, SEBI regulations (for listed companies), and FEMA regulations (for foreign investments). It's particularly important in complex transactions where parties need protection through detailed warranties, specific indemnities, and clearly defined conditions precedent. The agreement's conditional nature provides flexibility while maintaining legal certainty, making it a preferred instrument for structured corporate transactions in the Indian market.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Context of the transaction, including current shareholding and reason for the transfer

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

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

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business

7. Completion: Mechanics of closing, including timing, location, and actions required

8. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company

9. Purchaser's Warranties: Basic warranties from purchaser regarding capacity and authority

10. Indemnification: Rights and procedures for claiming compensation for breach of warranties or agreement

11. Confidentiality: Obligations regarding transaction and company information confidentiality

12. Announcements: Requirements for public statements about the transaction

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

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. Non-Competition: Include when seller needs to be restricted from competing with the company post-sale

4. Employee Matters: Include when transaction affects key employees or employment arrangements

5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

6. Intellectual Property Rights: Include when IP is a significant aspect of the company's value

7. Break Fee: Include when parties want to specify compensation for transaction termination

8. Foreign Investment Compliance: Include when transaction involves foreign investors and FEMA compliance

Suggested Schedules

1. Details of the Company: Corporate information including registration details, directors, and share capital structure

2. Details of the Sale Shares: Specific information about shares being transferred including share certificate numbers

3. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Warranties: Comprehensive list of seller's warranties about the company and business

6. Disclosure Letter: Seller's disclosures against the warranties

7. Properties: Details of company's real estate and lease arrangements

8. Material Contracts: List and details of company's important contracts

9. Intellectual Property: Schedule of company's IP rights and registrations

10. Completion Statement Format: Template for financial statements to be prepared at completion

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions




















































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Relevant Industries

Technology

Manufacturing

Real Estate

Healthcare

Financial Services

Retail

Energy

Infrastructure

Telecommunications

Professional Services

E-commerce

Media and Entertainment

Automotive

Pharmaceuticals

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretarial

Business Development

Executive Leadership

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

M&A Director

Company Secretary

Legal Director

Finance Director

Business Development Manager

Corporate Development Manager

Risk Manager

Compliance Officer

Investment Director

Board Director

Industries








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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