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1. Parties: Identification of all parties to the agreement, including the entity and shareholders
2. Background: Context of the agreement, ownership structure, and purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Transfer Restrictions: General restrictions on transfer of shares/ownership interests
5. Trigger Events: Events triggering buy-sell provisions (death, disability, retirement, termination, etc.)
6. Valuation Mechanism: Method for determining the purchase price of shares/interests
7. Purchase and Sale Obligations: Process and obligations for executing the purchase/sale
8. Payment Terms: Terms and conditions for payment, including timing and method
9. Funding Provisions: Sources of funding for purchases, including insurance requirements if applicable
10. Rights and Obligations: Ongoing rights and obligations of parties during the process
11. Representations and Warranties: Standard representations and warranties from all parties
12. Confidentiality: Provisions regarding confidential information
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. Notices: Process and requirements for formal notices under the agreement
15. General Provisions: Standard boilerplate provisions including amendments, waivers, etc.
1. Tag-Along Rights: Optional provision giving minority shareholders right to join in sale of majority stake
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority to join in sale
3. Right of First Refusal: Optional provision giving existing shareholders priority right to purchase shares
4. Insurance Provisions: Detailed section when life/disability insurance is used to fund purchases
5. Foreign Investment Compliance: Required when foreign entities are involved, addressing FEMA compliance
6. Competition Law Compliance: Required for larger transactions subject to Competition Act thresholds
7. Tax Matters: Detailed tax provisions when complex tax implications exist
8. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court jurisdiction
1. Schedule 1 - Shareholding Pattern: Current shareholding structure and ownership details
2. Schedule 2 - Valuation Formula: Detailed methodology for calculating company/share value
3. Schedule 3 - Insurance Policies: Details of insurance policies funding the agreement
4. Schedule 4 - Form of Transfer Notice: Template for initiating transfer under the agreement
5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix A - Company Information: Key company details, registrations, and licenses
7. Appendix B - Reporting Requirements: Required financial and operational reports for valuation
8. Appendix C - Compliance Certificates: Required regulatory and statutory compliance certificates
Applicable Law
Articles of Association
Board
Business
Business Day
Call Notice
Company
Completion
Completion Date
Confidential Information
Deed of Adherence
Default Event
Directors
Disability
Encumbrance
Exercise Period
Fair Market Value
Financial Year
FEMA
Governmental Authority
Group
Holding Company
Independent Valuer
Insolvency Event
Insurance Policy
Legal Representatives
Material Adverse Effect
Memorandum of Association
Notice
Offer Notice
Option
Party/Parties
Permitted Transferee
Purchase Price
Put Notice
Related Party
Relevant Interest Rate
Reserved Matters
SEBI
Shares
Shareholder
Share Capital
Subsidiary
Tag-Along Right
Transfer
Trigger Event
Valuation Date
Valuation Mechanism
Working Hours
Interpretation
Share Transfer Restrictions
Right of First Refusal
Tag Along Rights
Drag Along Rights
Purchase Obligation
Sale Obligation
Trigger Events
Valuation
Payment Terms
Funding Requirements
Insurance
Share Transfer Procedure
Completion Requirements
Representations and Warranties
Covenants
Information Rights
Board Matters
Reserved Matters
Confidentiality
Non-Competition
Non-Solicitation
Regulatory Compliance
Tax Matters
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Termination
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Education
Construction
Agriculture
Logistics
Telecommunications
Media and Entertainment
Energy
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Governance
Board of Directors
Executive Leadership
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Board Director
Shareholder
Business Owner
Managing Partner
Finance Director
Compliance Officer
Risk Manager
Corporate Governance Officer
Business Development Director
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