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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."
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
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
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
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Media and Entertainment
Automotive
Education
Agriculture
Pharmaceuticals
Legal
Finance
Corporate Development
Compliance
Company Secretarial
Tax
Mergers & Acquisitions
Executive Management
Board of Directors
Risk Management
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
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