The Security Purchase Agreement serves as the primary transaction document for securities transfers in the Philippines, structured to comply with the Securities Regulation Code (Republic Act No. 8799) and the Revised Corporation Code. This document is essential when transferring ownership of shares, bonds, or other securities, whether in private transactions or regulated market contexts. It captures all material terms of the transaction, including price, payment mechanisms, representations about the securities' status, and compliance with Philippine foreign ownership restrictions where applicable. The agreement is particularly important for documenting regulatory compliance, protecting both parties' interests, and ensuring proper transfer of title under Philippine law. It may require supporting documentation such as board resolutions, regulatory approvals, and tax clearances.
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1. Parties: Identification of the seller and purchaser of the securities
2. Background: Context of the transaction, including description of the securities being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the number of securities, price, and basic mechanics
5. Purchase Price and Payment: Detailed payment terms, method of payment, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Closing: Timing, location, and mechanics of closing the transaction
8. Seller's Representations and Warranties: Warranties regarding authority, ownership, and status of securities
9. Purchaser's Representations and Warranties: Warranties regarding authority, capacity, and compliance
10. Covenants: Pre-closing and post-closing obligations of the parties
11. Tax Matters: Allocation of tax liabilities and compliance obligations
12. Termination: Circumstances under which the agreement can be terminated
13. Indemnification: Rights and obligations regarding losses and claims
14. Confidentiality: Obligations regarding transaction information
15. Notices: Process for formal communications between parties
16. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction provisions
17. General Provisions: Standard boilerplate provisions including amendments, waivers, etc.
18. Execution: Signature blocks and execution formalities
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Security Interest: Required when the purchase price is paid in installments and security is provided
3. Board Seats and Management: Needed for transactions involving significant ownership stakes with governance rights
4. Competition and Non-solicitation: Include when seller remains in the business or industry
5. Regulatory Compliance: Additional section when specific regulatory approvals are required
6. Foreign Ownership Compliance: Required when purchaser is foreign and industry has ownership restrictions
7. Broker Provisions: Include when brokers or finders are involved in the transaction
1. Schedule of Securities: Detailed description of securities being purchased including certificate numbers
2. Disclosure Schedule: Exceptions and qualifications to representations and warranties
3. Required Consents: List of third-party and governmental consents required
4. Encumbrances: List of any existing liens or encumbrances on the securities
5. Corporate Documents: List of corporate approvals and resolutions
6. Form of Transfer Instruments: Forms of stock certificates, transfer documents, and related instruments
7. Calculation of Purchase Price: Details of price calculation including any adjustments
8. Closing Checklist: List of all documents and actions required at closing
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Investment Management
Private Equity
Venture Capital
Real Estate Investment
Technology and Communications
Manufacturing
Energy and Resources
Healthcare and Pharmaceuticals
Consumer Goods and Retail
Professional Services
Agriculture and Food Production
Infrastructure and Construction
Transportation and Logistics
Relevant Teams
Legal
Finance
Compliance
Corporate Secretarial
Investment
Risk Management
Treasury
Tax
Corporate Development
Mergers & Acquisitions
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Manager
Compliance Officer
Finance Director
Corporate Treasurer
Investment Banker
Securities Lawyer
Due Diligence Officer
Risk Manager
Business Development Manager
Portfolio Manager
M&A Director
Transaction Manager
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