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Sales Of Shares Agreement
"I need a Sales of Shares Agreement for the sale of 60% shareholding in a Philippine technology startup, with the transaction to complete by March 2025, including specific provisions for intellectual property rights and employee stock options."
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 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. Conditions Precedent: Conditions that must be satisfied before completion of the sale
6. Completion: Details of the completion process, timing, and mechanics of transfer
7. Seller's Warranties: Warranties regarding the seller's capacity, share ownership, and company's condition
8. Buyer's Warranties: Warranties regarding the buyer's capacity and ability to complete the purchase
9. Tax Matters: Allocation of tax liabilities and responsibilities for tax compliance
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Provisions regarding public announcements about the transaction
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Seller Financing: Include when payment terms involve installments or vendor financing
2. Security Arrangements: Include when there are share pledges or other security arrangements
3. Non-Competition: Include when the seller needs to be restricted from competing
4. Employee Matters: Include when there are specific arrangements regarding key employees
5. Intellectual Property: Include when IP rights are significant to the transaction
6. Related Party Contracts: Include when dealing with existing related party arrangements
7. Foreign Investment Compliance: Include when the buyer is foreign or when foreign ownership restrictions apply
8. Break Fee: Include when parties agree to compensation if the deal fails under certain circumstances
1. Share Details: Details of the shares being sold including share certificates and transfer history
2. Company Information: Key corporate information including assets, liabilities, and material contracts
3. Warranties: Detailed warranties and representations about the company and its business
4. Encumbrances: List of any existing encumbrances on the shares
5. Required Consents: List of third-party and regulatory consents required
6. Completion Requirements: Detailed checklist of completion deliverables and requirements
7. Disclosure Schedule: Exceptions and qualifications to the warranties
8. Corporate Documents: Key corporate documents including articles, bylaws, and board resolutions
Authors
Articles of Incorporation
Board
Business Day
By-laws
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Financial Statements
General Information Sheet
Governmental Authority
Group
Intellectual Property Rights
Law
Long Stop Date
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Philippine Peso
Purchase Price
Related Party
Sale Shares
SEC
Securities
Seller's Warranties
Shareholders
Stock Certificates
Stock and Transfer Book
Subsidiaries
Target Company
Tax
Tax Authority
Third Party
Transaction Documents
Transfer
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Indemnification
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Assignment
Force Majeure
Termination
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Costs and Expenses
Further Assurance
Counterparts
Third Party Rights
Data Protection
Corporate Authority
Regulatory Compliance
Share Transfer Mechanics
Restrictive Covenants
Representations
Due Diligence
Employee Matters
Intellectual Property
Business Warranties
Financial Warranties
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Transportation
Telecommunications
Professional Services
Agriculture
Mining
Construction
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretariat
Treasury
Corporate Affairs
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Corporate Finance Manager
Investment Banker
Mergers & Acquisitions Director
Business Development Manager
Tax Manager
Compliance Officer
Corporate Affairs Director
Finance Director
Board Director
Managing Director
Shareholder Relations Manager
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