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Company Share Purchase Agreement

Company Share Purchase Agreement Template for India

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement for the acquisition of 100% shares in a private technology company based in Bangalore, with completion expected by March 2025 and including standard warranties and indemnities under Indian law."

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Document background
The Company Share Purchase Agreement is a fundamental document in Indian corporate transactions, used when transferring ownership of shares in a company from one party to another. This agreement is essential for both private and public company transactions, though specific requirements may vary based on the company's status. The document is structured to comply with Indian corporate law, particularly the Companies Act 2013, SEBI regulations (for listed companies), and relevant tax and foreign exchange regulations. It typically includes detailed provisions on purchase price determination, payment terms, representations and warranties, indemnities, conditions precedent, and completion mechanics. The agreement serves as the primary transaction document, protecting both buyers' and sellers' interests while ensuring regulatory compliance in Indian jurisdiction.
Suggested Sections

1. Parties: Identification of all parties to the agreement including Seller(s), Purchaser(s), and the Target Company

2. Background: Context of the transaction, including brief company history and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment mechanisms

5. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction

6. Completion: Process and obligations for closing the transaction, including timing and deliverables

7. Seller's Warranties: Standard warranties regarding share ownership, company status, and business operations

8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the transaction

9. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business

10. Confidentiality: Provisions for maintaining confidentiality of transaction and company information

11. Announcements: Rules regarding public announcements about the transaction

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Earnout Provisions: Include when part of purchase price is contingent on future performance

2. Tag-Along/Drag-Along Rights: Include for partial stake sales where remaining shareholders' rights need protection

3. Non-Compete and Non-Solicitation: Include when restrictions on seller's future activities are required

4. Special Indemnities: Include when specific risks need separate indemnification beyond standard warranties

5. Employee Matters: Include when transaction affects key employees or requires specific employee arrangements

6. Interim Management: Include when there's a significant gap between signing and completion requiring specific management arrangements

7. Tax Covenant: Include when specific tax risks need to be addressed separately

8. Break Fee: Include when parties want to specify compensation for transaction failure

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates and folio numbers

2. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments

3. Warranties: Comprehensive list of seller's warranties about the company and business

4. Disclosure Letter: Seller's disclosures against warranties

5. Completion Obligations: Detailed list of actions and deliverables required at completion

6. Company Information: Key company details including corporate structure, subsidiaries, and material contracts

7. Intellectual Property: List of company's IP rights and registrations

8. Properties: Details of company's real estate and lease arrangements

9. Required Consents: List of third-party and regulatory consents required for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Media and Entertainment

Agriculture

Mining

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Development

Strategy

Executive Leadership

Mergers and Acquisitions

Investment Banking

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Banker

Financial Controller

Compliance Officer

Managing Director

Board Director

Business Development Manager

Strategy Director

Transaction Advisory Manager

Due Diligence Specialist

Corporate Finance 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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