The Shareholder Sale Agreement is a crucial document used when transferring ownership of shares in an Indian company from one party to another. It is essential for both private and public companies, though additional regulatory requirements apply for listed entities. The agreement comprehensively addresses all aspects of the share transfer, including valuation, payment terms, representations and warranties, and compliance with Indian corporate laws. This document type is particularly important in mergers and acquisitions, corporate restructuring, and investment exits. The agreement must comply with various Indian legislations, including the Companies Act 2013, Securities laws (if applicable), and tax regulations. It typically includes detailed schedules covering share details, warranties, and disclosure letters, making it a complete record of the transaction terms and conditions.
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1. Parties: Identification of seller(s), buyer(s), and the company whose shares are being transferred
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Consideration and Payment Terms: Details of payment structure, timing, and method of payment
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties: Representations and warranties from the seller regarding the shares and company
9. Buyer's Warranties: Representations and warranties from the buyer regarding capacity and authority
10. Covenants: Pre and post-completion obligations of the parties
11. Indemnification: Indemnity provisions for breach of warranties or agreement terms
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. Notices: Process and details for serving notices under the agreement
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in the sale
3. Non-Compete and Non-Solicit: Include when selling shareholders need to be restricted from competing activities
4. Foreign Investment Compliance: Include when foreign investors are involved, addressing FEMA compliance
5. Tax Indemnity: Include when specific tax risks need to be allocated between parties
6. Regulatory Approvals: Include when transaction requires specific regulatory clearances
7. Earn-out Provisions: Include when part of consideration is contingent on future performance
8. Board Composition: Include when changes to board structure are part of the transaction
1. Details of Shares: Detailed description of shares being transferred including share certificate numbers
2. Consideration Structure: Detailed breakdown of payment terms and calculations
3. Warranties: Comprehensive list of warranties given by seller
4. Company Information: Key company details including financial statements and material contracts
5. Encumbrances: List of any existing encumbrances on the shares
6. Required Consents: List of third-party and regulatory consents required
7. Completion Checklist: Detailed list of actions and documents required at completion
8. Disclosure Letter: Exceptions and qualifications to warranties
Relevant legal definitions
Affiliate
Agreement
Board
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Financial Statements
Financial Year
Governmental Authority
Group
INR
Intellectual Property Rights
Law
Losses
Material Adverse Effect
Material Contracts
Party/Parties
Purchase Price
Representatives
Sale Shares
Securities
Seller's Warranties
Shareholders
Shares
Stamp Duty
Subsidiary
Target Company
Tax/Taxation
Transaction
Transaction Documents
Transfer
Valuation
Working Day
Business
Claims
Control
Director
Due Diligence
Effective Date
Indemnified Party
Indemnifying Party
Liability
Notice
Ordinary Course of Business
Permitted Encumbrances
Related Party
RBI
SEBI
Title Documents
Agreement
Board
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Financial Statements
Financial Year
Governmental Authority
Group
INR
Intellectual Property Rights
Law
Losses
Material Adverse Effect
Material Contracts
Party/Parties
Purchase Price
Representatives
Sale Shares
Securities
Seller's Warranties
Shareholders
Shares
Stamp Duty
Subsidiary
Target Company
Tax/Taxation
Transaction
Transaction Documents
Transfer
Valuation
Working Day
Business
Claims
Control
Director
Due Diligence
Effective Date
Indemnified Party
Indemnifying Party
Liability
Notice
Ordinary Course of Business
Permitted Encumbrances
Related Party
RBI
SEBI
Title Documents
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Company Warranties
Indemnification
Confidentiality
Non-Compete
Non-Solicitation
Tag-Along Rights
Drag-Along Rights
Board Composition
Regulatory Compliance
Tax Matters
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Costs and Expenses
Further Assurance
Announcements
Term and Termination
Events of Default
Remedies
Share Transfer Restrictions
Third Party Rights
Waiver
Time of Essence
Counterparts
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Company Warranties
Indemnification
Confidentiality
Non-Compete
Non-Solicitation
Tag-Along Rights
Drag-Along Rights
Board Composition
Regulatory Compliance
Tax Matters
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Costs and Expenses
Further Assurance
Announcements
Term and Termination
Events of Default
Remedies
Share Transfer Restrictions
Third Party Rights
Waiver
Time of Essence
Counterparts
Relevant Industries
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Education
Infrastructure
Energy
Telecommunications
Professional Services
Media and Entertainment
Hospitality
Agriculture
E-commerce
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Investment
Board of Directors
Executive Leadership
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Company Secretary
Managing Director
Finance Director
Legal Director
Investment Manager
M&A Director
Board Member
Compliance Officer
Transaction Advisor
Investment Banker
Private Equity Manager
Corporate Finance Manager
Risk Manager
Due Diligence Specialist
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