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Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for India

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement for the acquisition of 25% shares in a private limited technology company based in Bangalore, with completion scheduled for March 2025, including standard warranties and specific provisions for board seat rights."

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Document background
A Forward Share Purchase Agreement is a crucial document used in Indian corporate transactions where parties agree to a future transfer of shares at predetermined terms. This agreement type is particularly relevant in scenarios involving strategic investments, corporate restructuring, or planned exits, where the actual share transfer is intended to occur at a future date. The document, governed by Indian law, must comply with the Companies Act 2013, SEBI regulations, and other relevant legislation. It typically includes detailed provisions on share valuation, payment terms, conditions precedent, representations and warranties, and completion mechanics. The agreement is essential for both listed and unlisted companies engaging in share transactions, providing clarity and legal certainty for all parties involved in the future share transfer.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses

2. Background: Context of the transaction, including details about the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

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

5. Purchase Price and Payment: Detailed payment terms, including payment schedule, method, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before the completion of the share purchase

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including company conduct requirements

8. Completion: Process and requirements for completing the share transfer

9. Warranties and Representations: Standard warranties from both parties regarding capacity, authority, and share ownership

10. Covenants: Ongoing obligations of the parties, including non-compete and confidentiality provisions

11. Termination: Circumstances under which the agreement can be terminated and consequences

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

13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms

2. Drag-Along Rights: Include when majority shareholders need right to force minority to join in sale

3. Regulatory Compliance: Include for listed companies or when specific regulatory approvals are needed

4. Foreign Exchange Provisions: Include when transaction involves foreign buyers or cross-border elements

5. Tax Indemnities: Include when specific tax risks need to be allocated between parties

6. Break Fee: Include when parties want to specify compensation for failed completion

7. Escrow Arrangements: Include when part of purchase price needs to be held in escrow

8. Employee Matters: Include when transaction affects key employees or management

Suggested Schedules

1. Share Details: Details of shares being sold including class, numbers, and distinctive numbers

2. Company Information: Key information about the target company including corporate and financial details

3. Warranties: Detailed seller warranties about the company and shares

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

5. Encumbrances: List of existing encumbrances on shares and release mechanism

6. Required Consents: List of third-party and regulatory consents required

7. Disclosure Letter: Seller's disclosures against warranties

8. Form of Share Transfer Deed: Template for share transfer documentation

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
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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy

Infrastructure

Professional Services

Telecommunications

Media and Entertainment

Consumer Goods

Industrial Products

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Corporate Secretarial

Treasury

Tax

Risk Management

Corporate Strategy

Investment Banking

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Company Secretary

Chief Legal Officer

Corporate Development Director

Mergers & Acquisitions Director

Finance Director

Legal Counsel

Investment Manager

Compliance Officer

Board Director

Managing Director

Private Equity Manager

Transaction Advisory Manager

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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An Indian law-governed agreement for the conditional sale and purchase of company shares, subject to specific prerequisites and completion conditions.

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Restricted Share Purchase Agreement

An Indian law-governed agreement for the purchase and transfer of restricted shares, including transfer limitations and vesting conditions.

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Forward Share Purchase Agreement

An Indian law-governed agreement setting out terms for a future purchase of company shares, including price, conditions, and transfer mechanisms.

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