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Share Sale And Purchase Agreement

Share Sale And Purchase Agreement Template for India

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement under Indian law for the acquisition of 100% shares in a private technology company, with completion scheduled for March 2025 and standard warranties and indemnities."

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Document background
The Share Sale and Purchase Agreement (SSPA) is a fundamental transaction document used in corporate acquisitions and sales in India. It is employed when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement must comply with Indian legal requirements, including the Companies Act 2013, Securities laws, Foreign Exchange Management Act (for cross-border transactions), and applicable tax regulations. The document typically includes detailed provisions on purchase price mechanisms, warranties and indemnities, conditions precedent, completion procedures, and post-completion obligations. It is particularly crucial in ensuring that the transaction meets regulatory requirements while protecting both parties' interests. The SSPA serves as the primary reference point for the entire transaction and any subsequent disputes that may arise.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

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

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including details of shares being sold and purchase price

5. Purchase Price and Payment: Detailed mechanics of consideration, payment method, and timing

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

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

8. Completion: Mechanics of closing, including timing, location, and actions required at completion

9. Warranties: Seller's representations and warranties regarding the shares and target company

10. Limitations on Liability: Scope and limitations of seller's liability under the warranties and indemnities

11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

12. Taxes: Tax-related provisions, including responsibility for taxes and tax indemnities

13. Further Assurance: Obligations to take additional actions necessary to effect the transaction

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

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

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

2. Regulatory Approvals: Required when transaction needs specific regulatory clearances

3. Non-Compete and Non-Solicit: Include when sellers need to be restricted from competing or soliciting employees/customers

4. Tag-Along/Drag-Along Rights: Include in partial sales where remaining shareholders need exit rights

5. Transitional Services: Include when seller needs to provide post-completion services to target company

6. Employee Matters: Include when specific arrangements needed for key employees or employee benefits

7. Intellectual Property Rights: Include when IP transfer or protection is crucial to transaction

8. Bank Guarantees/Escrow: Include when additional security for payment or warranties is required

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

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries

2. Details of the Sale Shares: Specific information about shares being transferred including share certificate numbers

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

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

5. Disclosure Letter: Seller's disclosures against the warranties

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

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

8. Material Contracts: Summary of key commercial contracts

9. Employee Information: Details of key employees and employment terms

10. Completion Obligations: Detailed list of documents and actions required at completion

11. Form of Resignation Letters: Template resignation letters for outgoing directors

12. Form of Board Resolutions: Template board resolutions for completion

13. Tax Covenant: Detailed tax indemnity provisions and mechanisms

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounting Standards
Accounts
Accounts Date
Adjustment Amount
Affiliate
Agreement
Annual Report
Applicable Law
Articles of Association
Board
Business
Business Day
Closing
Closing Date
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Deed of Adherence
Disclosure Letter
Encumbrance
Escrow Account
Escrow Agent
Financial Statements
Financial Year
Governmental Authority
Group
Group Company
Indebtedness
Intellectual Property Rights
Interest
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Memorandum of Association
Notice
Ordinary Course of Business
Parties
Permits
Person
Purchase Price
Purchaser
RBI
Related Party
Sale Shares
SEBI
Seller
Shareholders Agreement
Shares
Subsidiary
Target Company
Tax
Tax Authority
Tax Return
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Representations
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Announcements
Third Party Rights
Waiver
Counterparts
Authority
Due Execution
Regulatory Compliance
Share Transfer Mechanics
Board Appointments
Restrictive Covenants
Change of Control
Material Adverse Change
Break Fee
Escrow Arrangements
Disclosure
Corporate Authority
Survival
Time of Essence
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Media and Entertainment

Education

Infrastructure

Automotive

Pharmaceuticals

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretarial

Due Diligence

Business Development

Executive Leadership

Risk Management

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Banker

Mergers & Acquisitions Director

Company Secretary

Legal Director

Finance Director

Corporate Development Manager

Due Diligence Manager

Transaction Advisory Manager

Compliance Officer

Tax Director

Business Development Director

Industries
Companies Act, 2013: Primary legislation governing companies in India, including provisions for share transfers, corporate compliance, and statutory requirements for share transactions
Indian Contract Act, 1872: Fundamental law governing contracts in India, covering aspects like offer, acceptance, consideration, and enforceability of contractual agreements
Income Tax Act, 1961: Covers tax implications of share transfers, including capital gains tax, tax withholding requirements, and other tax-related compliance
Securities Contracts (Regulation) Act, 1956: Regulates securities trading and transfer, particularly relevant if dealing with listed company shares
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: Applicable for listed companies, governing substantial share acquisitions and mandatory open offer requirements
Foreign Exchange Management Act (FEMA), 1999: Relevant if the transaction involves foreign investors or cross-border elements, governing foreign investment in Indian shares
Competition Act, 2002: Applicable for large transactions that may require competition commission approval based on combined asset/turnover thresholds
Specific Relief Act, 1963: Relevant for enforcement of contract terms and specific performance of share purchase obligations
Indian Stamp Act, 1899: Governs stamp duty implications on share transfer documents and agreements
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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