The Equity Purchase Agreement is a fundamental transaction document used in Indian corporate acquisitions and investments. It serves as the primary contract governing the sale and purchase of equity shares between parties, structured in compliance with Indian corporate and securities laws. This agreement is essential when acquiring partial or complete ownership of a company in India, whether in private or public markets. The document typically includes detailed provisions covering transaction mechanics, regulatory compliance requirements (including Companies Act, 2013 and SEBI regulations where applicable), representations and warranties, conditions precedent, and post-closing covenants. It needs to address specific Indian legal requirements such as stamp duty obligations, foreign investment restrictions (if applicable), and competition law thresholds. The agreement is particularly crucial for documenting shareholder rights, transfer restrictions, and ensuring compliance with local corporate governance norms.
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1. Parties: Identification of the seller(s), purchaser(s), and the target company
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Definitions of key terms and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Mechanics of closing, including timing, location, and deliverables
8. Warranties and Representations: Warranties given by seller regarding the shares and target company
9. Indemnification: Terms for compensation in case of breach or loss
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Rules for public statements about the transaction
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale
3. Non-Competition: Include when sellers need to be restricted from competing with the target company
4. Employee Matters: Include when there are specific arrangements regarding key employees
5. Tax Matters: Include when specific tax arrangements or indemnities are required
6. Foreign Investment Compliance: Include for cross-border transactions requiring FEMA compliance
7. Earnout Provisions: Include when part of purchase price is contingent on future performance
1. Details of the Target Company: Corporate information, shareholding pattern, and organizational documents
2. Details of the Sale Shares: Share certificate numbers, distinctive numbers, and shareholding history
3. Purchase Price Calculation: Detailed breakdown of purchase price and adjustments
4. Warranties: Comprehensive list of seller's warranties about the company and business
5. Disclosure Schedule: Exceptions and qualifications to the warranties
6. CP Satisfaction Form: Template for confirming satisfaction of conditions precedent
7. Completion Checklist: List of actions and deliverables required at completion
8. Required Regulatory Approvals: List of government and regulatory approvals needed
9. Material Contracts: List and copies of key contracts of the target company
10. Intellectual Property: Details of IP owned or licensed by the target company
Relevant legal definitions
Affiliate
Agreement
Articles of Association
Board
Business Day
Companies Act
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Equity Shares
Escrow Account
Executing Parties
Financial Statements
Financial Year
Governmental Authority
Group
INR
Intellectual Property Rights
Law
Losses
Material Adverse Effect
Material Contracts
Memorandum of Association
Party/Parties
Person
Purchase Price
Purchaser
RBI
Related Party
Relevant Period
Representatives
Sale Shares
SEBI
Seller
Shareholders Agreement
Subsidiaries
Target Company
Tax
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Agreement
Articles of Association
Board
Business Day
Companies Act
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Equity Shares
Escrow Account
Executing Parties
Financial Statements
Financial Year
Governmental Authority
Group
INR
Intellectual Property Rights
Law
Losses
Material Adverse Effect
Material Contracts
Memorandum of Association
Party/Parties
Person
Purchase Price
Purchaser
RBI
Related Party
Relevant Period
Representatives
Sale Shares
SEBI
Seller
Shareholders Agreement
Subsidiaries
Target Company
Tax
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Clauses
Definitions and Interpretation
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Purchaser Warranties
Company Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Regulatory Compliance
Foreign Investment Compliance
Anti-corruption
Information Rights
Board Composition
Drag Along Rights
Tag Along Rights
Share Transfer Restrictions
Exit Rights
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Waiver
Counterparts
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Purchaser Warranties
Company Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Regulatory Compliance
Foreign Investment Compliance
Anti-corruption
Information Rights
Board Composition
Drag Along Rights
Tag Along Rights
Share Transfer Restrictions
Exit Rights
Dispute Resolution
Governing Law
Force Majeure
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Waiver
Counterparts
Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Consumer Goods
Media and Entertainment
Automotive
Pharmaceuticals
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Corporate Secretary
Strategy
Tax
Due Diligence
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Manager
Legal Director
Investment Banking Director
Company Secretary
Finance Director
Chief Legal Officer
Business Development Manager
Corporate Strategy Director
Transaction Advisory Partner
Due Diligence Manager
Compliance Officer
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