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Stock Escrow Agreement Template for India

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Key Requirements PROMPT example:

Stock Escrow Agreement

"I need a Stock Escrow Agreement for a tech startup acquisition where 25% of shares will be held in escrow until January 2025, with specific release conditions tied to revenue milestones and key employee retention."

Document background
The Stock Escrow Agreement is a crucial document in Indian corporate transactions where shares need to be held in custody by a neutral third party pending the completion of certain conditions or obligations. This agreement type is commonly used in mergers and acquisitions, share purchase transactions, employee stock option programs, and other corporate restructuring activities. The document establishes the framework for the escrow arrangement, detailing how shares will be held, managed, and eventually released. It ensures compliance with Indian corporate law, particularly the Companies Act 2013, SEBI regulations, and relevant securities laws. The agreement is essential for protecting the interests of both transferors and transferees by providing a secure mechanism for share transfers and establishing clear conditions for release. It includes specific provisions for voting rights, dividend distribution, and corporate actions during the escrow period, making it a comprehensive document for securing share-based transactions in the Indian legal context.
Suggested Sections

1. Parties: Identification of the parties: Escrow Agent, Depositor(s), Beneficiary(ies), and Company whose shares are being escrowed

2. Background: Context of the transaction, relationship between parties, and purpose of the escrow arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment of Escrow Agent: Terms of appointment, acceptance, and general duties of the escrow agent

5. Deposit of Shares: Process and requirements for depositing shares into escrow, including timing and documentation

6. Escrow Period: Duration of the escrow arrangement and any extension provisions

7. Rights and Obligations of Escrow Agent: Detailed responsibilities, standard of care, and limitations of the escrow agent's duties

8. Release Conditions: Specific conditions that must be met for the release of shares from escrow

9. Release Mechanism: Process and procedures for releasing shares from escrow

10. Voting Rights: Provisions regarding voting rights during the escrow period

11. Fees and Expenses: Escrow agent's compensation and allocation of costs

12. Representations and Warranties: Standard representations by each party

13. Indemnification: Protection and indemnification of the escrow agent

14. Term and Termination: Duration of agreement and circumstances for termination

15. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

16. Notices: Process for giving notices under the agreement

17. Miscellaneous: Standard boilerplate provisions including amendments, assignment, severability

Optional Sections

1. Dividend Rights: Provisions regarding entitlement to dividends during escrow period - include when shares may receive dividends during escrow

2. Replacement of Escrow Agent: Process for replacing the escrow agent - include when dealing with institutional escrow agents

3. Digital Share Handling: Provisions for handling shares in dematerialized form - include when dealing with listed companies

4. Foreign Investment Compliance: Provisions ensuring compliance with FEMA and foreign investment rules - include when foreign parties are involved

5. Tax Provisions: Specific tax-related provisions and responsibilities - include when tax implications are significant

6. Force Majeure: Provisions for handling unforeseen circumstances - include in high-value transactions

7. Dispute Resolution: Detailed arbitration or mediation procedures - include when parties prefer alternative dispute resolution

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being held in escrow, including share certificates numbers, distinctive numbers, and number of shares

2. Schedule 2 - Release Conditions and Timing: Detailed matrix of conditions and corresponding release timing

3. Schedule 3 - Release Notice Format: Template for release instruction to be issued by authorized parties

4. Schedule 4 - Fee Schedule: Detailed breakdown of escrow agent fees and payment terms

5. Schedule 5 - Authorized Signatories: List of authorized signatories for each party with specimen signatures

6. Schedule 6 - KYC Requirements: List of required KYC documents for all parties

7. Appendix A - Board Resolutions: Copy of relevant board resolutions authorizing the escrow arrangement

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






































Clauses






























Relevant Industries

Banking & Financial Services

Investment Banking

Corporate Services

Legal Services

Professional Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Infrastructure

Education

Media & Entertainment

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Development

Mergers & Acquisitions

Investment Banking

Treasury

Risk Management

Corporate Governance

Relevant Roles

Chief Legal Officer

Legal Counsel

Corporate Lawyer

Company Secretary

Chief Financial Officer

M&A Director

Investment Banking Director

Corporate Finance Manager

Compliance Officer

Transaction Advisory Manager

Escrow Services Manager

Due Diligence Officer

Corporate Governance Officer

Risk Management Officer

Treasury 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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