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Restricted Share Purchase Agreement
"I need a Restricted Share Purchase Agreement for a foreign company acquiring 35% minority stake in our Philippine telecommunications company, with a 3-year lock-up period starting March 2025 and compliance with foreign ownership restrictions."
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1. Parties: Identification of the Seller and Purchaser, including complete legal names and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Transfer Restrictions: Specific restrictions on the transfer of shares, including lock-up periods and conditions for permitted transfers
6. Conditions Precedent: Conditions that must be satisfied before the completion of the share purchase
7. Completion: Details of the completion process, timing, and requirements
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Covenants: Ongoing obligations of the parties, including compliance with transfer restrictions
10. Tag-Along and Drag-Along Rights: Rights of parties in case of future sales or transfers
11. Termination: Circumstances under which the agreement can be terminated
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction
14. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Foreign Ownership Compliance: Required when purchaser is foreign, detailing compliance with Philippine foreign ownership restrictions
2. Right of First Refusal: Optional provision giving existing shareholders priority rights to purchase shares before third parties
3. Put and Call Options: Optional rights for forced sale or purchase under specific circumstances
4. Management Rights: Optional provisions regarding purchaser's rights to participate in company management
5. Anti-Dilution Protection: Optional provisions protecting purchaser from dilution in future share issuances
6. Tax Provisions: Detailed tax arrangements if special tax considerations apply
7. Registration Rights: Required if shares may be publicly listed in the future
1. Share Details: Schedule detailing the specific shares being sold, including share certificates numbers and class of shares
2. Disclosure Schedule: Exceptions and qualifications to the representations and warranties
3. Corporate Documents: Copies of relevant corporate documents including articles of incorporation and by-laws
4. Shareholders' Agreement: Copy of existing shareholders' agreement if applicable
5. Required Regulatory Approvals: List of required government and regulatory approvals
6. Form of Share Transfer Documents: Template documents required for share transfer under Philippine law
7. Deed of Adherence: Form of deed binding purchaser to existing shareholders' agreements if applicable
Authors
Articles of Incorporation
Board
Business Day
By-laws
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Deed of Adherence
Disclosure Schedule
Encumbrance
Event of Default
Execution Date
Existing Shareholders
Foreign Investment Restrictions
Governmental Authority
Laws
Lock-up Period
Material Adverse Change
Parties
Permitted Transferee
Philippine Peso
Purchase Price
Purchaser
Regulatory Approvals
Representations and Warranties
Restricted Shares
Restriction Period
SEC
Securities
Securities Regulation Code
Seller
Share Certificates
Shareholders Agreement
Shares
Subsidiaries
Tax
Third Party
Transaction Documents
Transfer
Transfer Restrictions
Voting Rights
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Transfer Restrictions
Lock-up Provisions
Conditions Precedent
Completion Obligations
Representations and Warranties
Covenants
Foreign Ownership Compliance
Regulatory Compliance
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Put and Call Options
Share Certificates
Board Approval
Shareholders' Approval
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Assignment
Termination
Events of Default
Remedies
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Costs and Expenses
Further Assurance
Counterparts
Banking and Financial Services
Telecommunications
Media and Entertainment
Real Estate and Property Development
Mining and Natural Resources
Utilities and Power Generation
Transportation and Logistics
Healthcare and Pharmaceuticals
Retail and Consumer Goods
Manufacturing
Technology and Software
Agriculture and Agribusiness
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Corporate Development
Investment
Board of Directors
Executive Management
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Investment Manager
Corporate Finance Director
Mergers & Acquisitions Director
Business Development Manager
Risk Management Officer
Board Director
Company President
Vice President of Legal Affairs
Investment Banker
Financial Controller
Securities Lawyer
Corporate Governance Officer
Find the exact document you need
Share And Purchase Agreement
A Philippine law-governed agreement documenting the terms and conditions for the sale and purchase of company shares, ensuring regulatory compliance and protecting parties' interests.
Restricted Share Purchase Agreement
A Philippine law-governed agreement for the sale and purchase of restricted corporate shares, including transfer restrictions and compliance requirements.
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