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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."
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
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
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
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Media and Entertainment
Transportation and Logistics
Consumer Goods
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Corporate Secretarial
Executive Leadership
Tax
Treasury
Risk Management
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
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