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1. Parties: Identification of all parties involved in the agreement, including the company, seller(s), and purchaser(s)
2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction details including number of shares, class of shares, and price per share
5. Consideration and Payment Terms: Details of purchase price, payment method, and payment schedule
6. Completion: Conditions precedent, completion mechanics, and timing of the transfer
7. Representations and Warranties: Statements of fact and assurances from both seller and purchaser
8. Covenants: Pre and post-completion obligations of the parties
9. Transfer Restrictions: Limitations on future transfer of shares and right of first refusal provisions
10. Termination: Circumstances under which the agreement can be terminated
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale of shares by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares
3. Earn-Out Provisions: Used when part of the purchase price is contingent on future performance metrics
4. Non-Competition: Restrictions on seller's future business activities, if relevant
5. Management Provisions: Required when the agreement includes terms about future management of the company
6. Share Retention Requirements: Used when there are specific requirements for minimum holding periods
7. Director Appointment Rights: Included when the agreement grants rights to appoint directors
8. Dividend Rights: Special provisions regarding dividend distributions, if any
1. Schedule 1 - Share Details: Detailed information about the shares being transferred, including share certificates numbers and shareholding history
2. Schedule 2 - Company Information: Key details about the company including corporate documents, licenses, and material contracts
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares
6. Schedule 6 - Corporate Structure: Pre and post-completion corporate structure diagrams
7. Appendix A - Board Resolutions: Relevant board resolutions approving the share transfer
8. Appendix B - Regulatory Approvals: Copies of required regulatory approvals or filings
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Consumer Goods
Agriculture
Mining
Construction
Education
Transportation and Logistics
Legal
Finance
Corporate Secretariat
Compliance
Executive Leadership
Business Development
Mergers & Acquisitions
Corporate Governance
Investor Relations
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Director of Business Development
Board Member
Managing Director
Shareholder Relations Manager
Finance Director
Company Director
Corporate Governance Officer
Mergers & Acquisitions Manager
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