The Restricted Stock Purchase Agreement is a crucial document used in Philippine corporate practice when companies wish to sell shares while maintaining certain restrictions on their transfer or ownership. This agreement is particularly common in start-ups, family corporations, and companies implementing employee stock ownership programs. It must comply with the Revised Corporation Code of the Philippines and Securities Regulation Code, ensuring proper documentation of share transfers while protecting the company's interests through transfer restrictions. The document is essential for companies looking to incentivize key employees, maintain control over share ownership, or implement succession planning, while ensuring all transactions adhere to Philippine securities laws and SEC regulations.
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1. Parties: Identifies the company issuing the restricted stock and the purchaser
2. Background: Explains the context of the agreement and the company's stock issuance program
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Shares: Details the number of shares, purchase price, and payment terms
5. Transfer Restrictions: Specifies the restrictions on transfer, including lock-up period and conditions for lifting restrictions
6. Company's Right of First Refusal: Describes the company's rights to purchase shares before they can be sold to third parties
7. Repurchase Rights: Outlines the company's rights to repurchase shares under specific circumstances
8. Representations and Warranties: Statements of fact from both parties regarding their capacity and authority to enter into the agreement
9. Securities Law Compliance: Ensures compliance with Philippine securities laws and SEC regulations
10. Tax Matters: Addresses tax obligations and responsibilities related to the stock purchase
11. Termination: Conditions and procedures for terminating the agreement
12. General Provisions: Standard legal provisions including governing law, notices, amendments, and dispute resolution
1. Voting Rights: Details any special voting arrangements during the restriction period, used when voting rights differ from standard common stock
2. Dividend Rights: Specifies special dividend arrangements during the restriction period, included when dividend rights are modified
3. Vesting Schedule: Used when the restrictions lift gradually over time, particularly in employee stock programs
4. Tag-Along Rights: Included when minority shareholders need protection in case of majority share sales
5. Drag-Along Rights: Added when the company wants to ensure all shareholders participate in a future sale
6. Employee Matters: Required when the purchaser is an employee, addressing employment-related conditions
7. Registration Rights: Included when there's potential for future public offering or registration of shares
1. Schedule A - Share Details: Detailed information about the restricted shares being purchased, including class, number, and price
2. Schedule B - Vesting Schedule: If applicable, detailed timeline of when restrictions lapse
3. Schedule C - Shareholders' Information: List of existing shareholders and their holdings
4. Schedule D - Company Information: Key corporate information including capitalization table
5. Appendix 1 - Share Certificate Legend: Required restrictive legends for share certificates
6. Appendix 2 - Board Resolution: Copy of board resolution approving the stock issuance
7. Appendix 3 - SEC Compliance Documents: Required SEC forms and disclosures
8. Appendix 4 - Tax Computation: Details of applicable taxes and calculation methodology
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Professional Services
Manufacturing
Real Estate
Healthcare
Telecommunications
Energy
Consumer Goods
Education
Start-ups
E-commerce
Relevant Teams
Legal
Human Resources
Finance
Corporate Secretariat
Compliance
Executive Management
Board Secretariat
Compensation and Benefits
Investment Relations
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Human Resources Director
Compensation Manager
Stock Plan Administrator
Board Member
Corporate Treasurer
Compliance Officer
Employee Benefits Manager
Investment Relations Manager
Executive Director
Senior Manager
Department Head
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