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The Sale Of Shares In Private Company Agreement is a crucial document used when transferring ownership of shares in privately held companies in India. This agreement is essential for documented compliance with the Companies Act 2013, Securities Contracts (Regulation) Act, and other relevant Indian legislation. It's typically used in scenarios including complete or partial exits by shareholders, strategic investments, corporate restructuring, or succession planning. The document must address specific Indian regulatory requirements such as stamp duty compliance, corporate authorizations, and filing requirements with the Registrar of Companies. It includes comprehensive details about the transaction structure, valuation, payment mechanisms, warranties, and indemnities, while ensuring adherence to Foreign Exchange Management Act (FEMA) regulations if foreign investors are involved.

1. Parties: Identification of the Seller(s), Purchaser(s) and the Company whose shares are being sold

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

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

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 method, timing, and any adjustments to the purchase price

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

7. Completion: Process and requirements for closing the transaction, including timing and delivery of documents

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

9. Purchaser's Warranties: Representations and warranties given by the purchaser, including capacity to purchase

10. Covenants: Pre and post-completion obligations of the parties

11. Indemnification: Protection and compensation mechanisms for breach of warranties or obligations

12. Confidentiality: Obligations regarding confidential information and announcements

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 severability, entire agreement, and amendments