The Agreement Of Purchase And Sale Of Shares By Shareholder is a crucial legal document used in the Philippine business environment when one shareholder wishes to transfer their shareholding to another party. This document is essential for both private and public companies operating under Philippine law, ensuring compliance with the Revised Corporation Code, Securities Regulation Code, and other relevant regulations. It is typically used in scenarios including business exits, ownership restructuring, investment transactions, or strategic acquisitions. The agreement comprehensively covers all aspects of the share transfer, including valuation, payment terms, warranties, and regulatory compliance requirements. It must be carefully drafted to address specific Philippine legal requirements, such as foreign ownership restrictions if applicable, tax implications, and corporate governance standards. The document serves as both a legal record of the transaction and a protection mechanism for all parties involved.

1. Parties: Identification of the Seller(s) and Buyer(s) with complete details as required under Philippine law

2. Background: Context of the transaction, including description of the company whose shares are being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and purchase price

5. Purchase Price and Payment: Detailed payment terms, method of payment, and any adjustments

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

7. Completion: Details of when and how the transfer will be completed, including documentation requirements

8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

9. Buyer's Warranties: Warranties regarding authority and capacity to purchase

10. Tax Matters: Handling of tax obligations and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability