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Shareholder Purchase Agreement Template for India

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement for the acquisition of 75% stake in an Indian technology company by a Singapore-based investor, with completion planned for March 2025, including earn-out provisions and necessary FEMA compliance clauses."

Document background
The Shareholder Purchase Agreement (SPA) is a crucial document used in corporate transactions involving the transfer of company shares in India. It is typically employed when shareholders wish to sell their stake to new investors, during corporate restructuring, or in merger and acquisition scenarios. The agreement must comply with Indian corporate law, particularly the Companies Act 2013, and may need to address foreign investment regulations if international parties are involved. The SPA details the entire transaction process, from initial conditions to completion, including purchase price, payment terms, representations and warranties, indemnities, and closing requirements. It's essential for protecting both parties' interests and ensuring a smooth transfer of ownership while maintaining compliance with regulatory requirements. The document becomes particularly important in private company transactions where shares are not traded on public markets and in situations involving significant ownership changes or strategic investments.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Context of the transaction and current shareholding structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and aggregate consideration

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Pre-Completion Obligations: Obligations of parties between signing and completion

7. Completion: Mechanics of closing, including timing, location, and actions

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

9. Purchaser's Warranties: Representations and warranties given by the purchaser

10. Limitations on Liability: Caps, thresholds, and time limits for warranty claims

11. Indemnities: Specific indemnities and indemnification process

12. Confidentiality: Obligations regarding transaction and business information

13. Announcements: Rules for public statements about the transaction

14. Notices: Process for formal communications between parties

15. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to sell alongside majority shareholders

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

3. Non-Compete and Non-Solicit: Include when sellers need to be restricted from competing or poaching employees

4. Earn-Out Provisions: Include when part of purchase price is contingent on future performance

5. Foreign Investment Compliance: Include when foreign investors are involved, addressing FEMA compliance

6. Anti-Corruption Compliance: Include when transaction involves international parties or compliance requirements

7. Tax Covenant: Include when specific tax arrangements or indemnities are needed

8. Break Fee: Include when compensation is needed if either party backs out

9. Management Provisions: Include when sellers continue involvement in management post-completion

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates

2. Seller Warranties: Detailed warranties given by sellers about the business

3. Disclosure Letter: Exceptions and qualifications to warranties

4. Company Information: Details about the target company including corporate documents

5. Intellectual Property: List of IP rights owned or used by the company

6. Material Contracts: List and copies of key business contracts

7. Properties: Details of real estate owned or leased by the company

8. Employees: Key employee information and benefits

9. Completion Obligations: Detailed list of documents and actions required at completion

10. Purchase Price Adjustment: Mechanism for adjusting price based on completion accounts

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

Healthcare

Real Estate

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Media and Entertainment

Transportation and Logistics

Consumer Goods

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Corporate Secretarial

Executive Leadership

Tax

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Company Secretary

Legal Director

Mergers & Acquisitions Director

Corporate Development Manager

Finance Director

Legal Counsel

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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