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Equity Purchase Agreement

Equity Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Equity Purchase Agreement

"I need an Equity Purchase Agreement for the purchase of 60% shares in a Philippine manufacturing company, with completion scheduled for March 15, 2025, including standard warranties and local regulatory compliance requirements."

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Document background
The Equity Purchase Agreement is a crucial document used in Philippine corporate transactions when one party wishes to acquire ownership in a company through the purchase of shares from existing shareholders. This agreement is essential for both private and public company transactions, though public company transactions may require additional Securities and Exchange Commission approvals. The document must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax laws. It typically includes detailed provisions on purchase price mechanics, conditions precedent, representations and warranties, and completion procedures. The agreement is particularly important in the Philippine context as it must address specific local requirements such as foreign ownership restrictions in certain sectors and mandatory government approvals where applicable.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with complete legal names and addresses

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

3. Definitions: Defined terms 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 transaction

6. Pre-Completion Obligations: Obligations of both parties between signing and completion

7. Completion: Process and requirements for closing the transaction

8. Seller's Warranties: Representations and warranties regarding the shares and the target company

9. Buyer's Warranties: Representations and warranties from the buyer, including capacity to purchase

10. Tax Matters: Tax-related provisions, including responsibility for capital gains tax and documentary stamp tax

11. Confidentiality: Obligations regarding confidential information

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

13. Boilerplate Provisions: Standard contract provisions including notices, amendments, and severability

Optional Sections

1. Foreign Investment Compliance: Required when buyer is foreign, addressing compliance with Foreign Investments Act

2. Competition Law Compliance: Required when transaction meets Philippine Competition Act thresholds

3. Security for Deferred Consideration: Used when payment is not made in full at completion

4. Post-Completion Covenants: Used when specific obligations continue after completion, such as non-compete provisions

5. Break Fee: Used when parties want to specify compensation for transaction failure

6. Management Transition: Required when change in management is part of the transaction

7. Earn-out Provisions: Used when part of purchase price is contingent on future performance

Suggested Schedules

1. Details of the Target Company: Complete corporate information, including registration details and capital structure

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

3. Warranties: Detailed warranties relating to the company, its business, and assets

4. Financial Statements: Recent financial statements of the target company

5. Material Contracts: List and copies of important contracts of the target company

6. Intellectual Property: Details of IP owned or licensed by the target company

7. Real Property: Details of real estate owned or leased by the target company

8. Completion Requirements: Detailed list of documents and actions required for completion

9. Disclosed Matters: Specific disclosures against the warranties

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
Affiliate
Agreement
Board
Business Day
Buyer
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosed Matters
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Intellectual Property Rights
Law
Material Adverse Change
Material Contracts
Party/Parties
Philippine Peso
Purchase Price
Sale Shares
SEC
Seller
Shareholders
Signing Date
Subsidiaries
Target Company
Tax/Taxation
Transaction
Transaction Documents
Warranties
Working Hours
BIR
Corporate Records
Due Diligence
Material Adverse Effect
Ordinary Course of Business
Permitted Encumbrances
Related Party
Required Consents
Securities Regulation Code
Revised Corporation Code
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Buyer's Warranties
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Further Assurance
Assignment
Notices
Costs and Expenses
Entire Agreement
Variation and Waiver
Severability
Governing Law
Dispute Resolution
Regulatory Compliance
Foreign Investment Provisions
Competition Law Compliance
Data Protection
Survival
Third Party Rights
Counterparts
Break Fee
Public Announcements
Power of Attorney
Good Faith
Specific Performance
Relevant Industries

Banking & Financial Services

Manufacturing

Real Estate

Technology

Retail

Healthcare

Energy

Transportation & Logistics

Telecommunications

Professional Services

Consumer Goods

Mining & Natural Resources

Agriculture

Education

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Executive Leadership

Corporate Secretariat

Investment

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Banker

Business Development Manager

Corporate Secretary

Finance Director

Mergers & Acquisitions Manager

Compliance Officer

Due Diligence Officer

Transaction Advisory Manager

Investment Director

Corporate Development Officer

Risk Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary law governing corporations in the Philippines, which provides rules on share transfers, corporate ownership, and stockholder rights and obligations
Securities Regulation Code (Republic Act No. 8799): Regulates the sale and transfer of securities, including shares of stock, and provides requirements for securities transactions and investor protection
National Internal Revenue Code: Governs the tax implications of share transfers, including capital gains tax, documentary stamp tax, and other applicable taxes
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign ownership in Philippine corporations and provides guidelines on foreign equity investments
Philippine Competition Act (Republic Act No. 10667): Requires notification and approval for mergers and acquisitions meeting certain thresholds and prevents anti-competitive transactions
Civil Code of the Philippines: Provides the general framework for contracts, including requirements for validity, interpretation, and enforcement of agreements
Anti-Money Laundering Act (Republic Act No. 9160): Imposes requirements for verification of parties and source of funds in significant financial transactions
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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