Securities Purchase Agreement

Securities Purchase Agreement Template for India

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Key Requirements PROMPT example:

"Need a Securities Purchase Agreement under Indian law for a private equity investment where foreign investors are acquiring 25% stake in a technology startup, with multiple closing dates throughout 2025 and standard tag-along rights for minority investors."

Document background

The Securities Purchase Agreement is a critical transaction document used in Indian securities markets when one party wishes to purchase securities (such as shares, debentures, or other securities) from another party. This agreement is essential for both private and public companies engaging in securities transactions in India, requiring careful consideration of multiple regulations including the Securities Contracts (Regulation) Act, SEBI guidelines, and the Companies Act, 2013. It is commonly used in various scenarios including private placements, strategic investments, venture capital transactions, and private equity deals. The document must comply with Indian securities laws while protecting both parties' interests through detailed terms covering purchase mechanics, representations, warranties, and indemnities.

Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and any other relevant parties to the agreement

2. Background: Context of the transaction, including brief description of the company and purpose of the securities purchase

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including number of securities, purchase price, and payment mechanisms

5. Closing: Timing, location, and procedures for the closing of the transaction

6. Representations and Warranties of the Seller: Seller's statements regarding authority, ownership, and status of securities

7. Representations and Warranties of the Purchaser: Purchaser's statements regarding authority, investment intent, and financial capacity

8. Conditions to Closing: Prerequisites that must be satisfied before the transaction can close

9. Covenants: Ongoing obligations of the parties before and after closing

10. Indemnification: Provisions for compensation in case of breach or losses

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

12. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Registration Rights: Include when purchaser requires rights to register securities for public trading

2. Tag-Along Rights: Include when minority investors need protection in case of majority stake sale

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

4. Multiple Closings: Include when the purchase will occur in multiple tranches

5. Regulatory Compliance: Include detailed section when transaction requires specific regulatory approvals

6. Board Representation: Include when purchaser is to receive board seats

7. Anti-dilution Protection: Include when investors need protection against future dilutive issuances

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

Suggested Schedules

1. Schedule of Sellers: Detailed list of selling shareholders and their holdings

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

3. Capitalization Table: Pre and post-transaction capital structure of the company

4. Required Consents: List of third-party and regulatory consents needed

5. Form of Share Certificate: Specimen of share certificates to be issued

6. Corporate Documents: Copies of relevant corporate authorizations and resolutions

7. Payment Schedule: Details of payment terms and mechanisms if payment is in installments

8. Compliance Certificates: Forms of various compliance certificates required at closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Clauses

Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Technology

Manufacturing

Healthcare

Real Estate

Infrastructure

Telecommunications

Energy

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Risk Management

Investment

Corporate Development

Treasury

Due Diligence

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Company Secretary

Compliance Officer

Managing Director

Finance Director

Legal Director

Investment Manager

Portfolio Manager

Due Diligence Officer

Corporate Finance Manager

Risk Manager

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Let's create your Securities Purchase Agreement

Authors

Alex Denne

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