The Sale of Shares Agreement is a crucial document used in corporate transactions involving the transfer of company ownership in India. It is essential when shareholders wish to sell their stake in a company, whether partial or complete, and requires careful consideration of Indian corporate law, securities regulations, and tax implications. This agreement typically includes detailed provisions about the transaction structure, conditions precedent, warranties, indemnities, and completion mechanics, all aligned with Indian legal requirements. It's particularly important for both listed and unlisted companies, though the regulatory requirements may differ. The document must comply with the Companies Act 2013, SEBI regulations (for listed companies), and other relevant Indian legislation, while also addressing practical aspects of the share transfer process, including foreign investment restrictions if applicable.
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1. Parties: Identification of the Seller(s), Purchaser(s) and the Company whose shares are being sold
2. Background: Context of the transaction, including current shareholding structure and reason for sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the share sale
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Warranties given by the seller regarding the shares and the company
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase and funding
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for serving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Tag Along Rights: Used when minority shareholders need protection to sell their shares on same terms
2. Drag Along Rights: Include when majority shareholders want right to force minorities to join in a sale
3. Non-Competition: Required when seller needs to be restricted from competing post-sale
4. Tax Covenant: Include for comprehensive tax protection beyond standard tax warranties
5. Earn-out Provisions: Used when part of purchase price is contingent on future performance
6. Foreign Investment Compliance: Required for cross-border transactions subject to FEMA regulations
7. Break Fee: Include when parties want to specify compensation for failing to complete
8. Interim Management: Needed for complex transactions with significant gap between signing and completion
1. Share Details: Details of shares being sold including share certificates numbers and distinctive numbers
2. Company Information: Key details about the company including corporate information and financial statements
3. Warranties: Detailed warranties about the company, its business and assets
4. Properties: Details of all properties owned or leased by the company
5. Intellectual Property: List of all IP rights owned or used by the company
6. Material Contracts: Summary of key contracts to which the company is party
7. Employees: Details of key employees and their terms of employment
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Disclosed Matters: Specific disclosures against the warranties
Relevant legal definitions
Accounting Standards
Accounts
Accounts Date
Affiliate
Agreement
Articles of Association
Board
Business
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Deed of Adherence
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Financial Statements
Financial Year
GAAP
Government Authority
Group
Holding Company
Income Tax Act
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Memorandum of Association
Notice
Ordinary Course of Business
Parties
Purchase Price
Purchaser
Related Party
Relevant Claim
Representatives
ROC
Sale Shares
SEBI
Seller
Shareholders
Shareholders' Agreement
Shares
Signing Date
Subsidiary
Survival Period
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Day
Accounts
Accounts Date
Affiliate
Agreement
Articles of Association
Board
Business
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Deed of Adherence
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Financial Statements
Financial Year
GAAP
Government Authority
Group
Holding Company
Income Tax Act
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Memorandum of Association
Notice
Ordinary Course of Business
Parties
Purchase Price
Purchaser
Related Party
Relevant Claim
Representatives
ROC
Sale Shares
SEBI
Seller
Shareholders
Shareholders' Agreement
Shares
Signing Date
Subsidiary
Survival Period
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Day
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Company Warranties
Tax Covenants
Indemnification
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Further Assurance
Assignment
Costs
Notices
Force Majeure
Severability
Waiver
Entire Agreement
Variation
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Tag Along Rights
Drag Along Rights
Representations
Share Transfer Mechanics
Board Composition
Restrictive Covenants
Information Rights
Exit Rights
Default
Termination
Survival
Stamp Duty
Compliance with Laws
Authority and Capacity
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Company Warranties
Tax Covenants
Indemnification
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Further Assurance
Assignment
Costs
Notices
Force Majeure
Severability
Waiver
Entire Agreement
Variation
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Tag Along Rights
Drag Along Rights
Representations
Share Transfer Mechanics
Board Composition
Restrictive Covenants
Information Rights
Exit Rights
Default
Termination
Survival
Stamp Duty
Compliance with Laws
Authority and Capacity
Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Infrastructure
Media and Entertainment
Agriculture
Education
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretarial
Risk Management
Treasury
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Banker
Company Secretary
Mergers & Acquisitions Director
Corporate Development Manager
Financial Controller
Tax Director
Compliance Officer
Business Development Director
Private Equity Manager
Corporate Finance Manager
Risk Manager
Board Director
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