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Share Sale Agreement Template for India

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Key Requirements PROMPT example:

Share Sale Agreement

"I need a Share Sale Agreement for the sale of 75% stake in a private technology company based in Bangalore, India, with specific provisions for intellectual property rights protection and key employee retention to be completed by March 2025."

Document background
The Share Sale Agreement is a critical legal document used in India when transferring ownership of shares in a company from one party to another. It is essential for both private and public company transactions, though requirements may vary based on the company type and transaction size. The agreement must comply with various Indian regulations, including the Companies Act 2013, Securities Contracts (Regulation) Act, and relevant SEBI regulations for listed companies. It typically includes detailed provisions on sale terms, warranties, indemnities, conditions precedent, and completion mechanics. This document is particularly important as it provides legal certainty and protection for both buyers and sellers, ensuring that all aspects of the share transfer are properly documented and legally enforceable under Indian law.
Suggested Sections

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 sale

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

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 share transfer

6. Completion: Details of when, where, and how the transfer will be completed, including completion obligations

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

8. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority to purchase

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

10. Confidentiality: Provisions regarding confidential information and announcements

11. Notices: Process and requirements for giving formal notices under the agreement

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

Optional Sections

1. Tax Indemnity: Specific tax-related indemnities, used when tax risks are identified during due diligence

2. Non-Competition: Restrictions on seller's competing activities, used when seller has significant market knowledge

3. Tag-Along Rights: Rights of minority shareholders to join the sale, used in partial stake sales

4. Drag-Along Rights: Rights to force minority shareholders to join the sale, used in majority stake sales

5. Employee Matters: Provisions regarding key employees, used when retention is critical

6. Intellectual Property: Special provisions for IP-rich companies

7. Foreign Investment Compliance: Required when transaction involves foreign investors

8. Break Fee: Compensation if deal fails, used in high-value complex transactions

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

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

3. Warranties: Detailed warranties about the company, business, and shares

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

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

6. Material Contracts: List of important contracts affecting the company's business

7. Intellectual Property Rights: Details of company's IP portfolio if relevant

8. Properties: Details of company's real estate assets if significant

9. Financial Statements: Recent financial statements of the company

10. Disclosure Letter: Exceptions and qualifications to the warranties

Authors

Alex Denne

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

Relevant legal definitions











































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Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Media and Entertainment

Automotive

Education

Agriculture

Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Company Secretarial

Tax

Mergers & Acquisitions

Executive Management

Board of Directors

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Business Development Manager

Financial Controller

Compliance Officer

Director of Mergers & Acquisitions

Board Member

Private Equity Manager

Investment Director

Corporate Development 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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