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Share Distribution Agreement
"I need a Share Distribution Agreement for our Philippine tech startup to distribute 100,000 common shares to 50 employees as part of our Employee Stock Ownership Plan, with a one-year lock-up period starting March 2025."
1. Parties: Identification of all parties to the agreement, including the company, distributors, and any other relevant stakeholders
2. Background: Context of the share distribution, including company information and purpose of the distribution
3. Definitions: Defined terms used throughout the agreement
4. Share Distribution Details: Specific details of shares being distributed, including class, number, and price per share
5. Distribution Mechanism: Process and methodology for distributing shares, including timing and delivery mechanisms
6. Payment Terms: Terms and conditions for payment, including method, currency, and timing
7. Representations and Warranties: Statements of fact and guarantees from all parties regarding their capacity, authority, and share status
8. Regulatory Compliance: Compliance requirements with Philippine securities laws and regulations
9. Tax Provisions: Handling of relevant taxes, including documentary stamp tax and capital gains tax
10. Transfer Restrictions: Any limitations on the transfer of shares post-distribution
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution requirements
1. Foreign Ownership Provisions: Required when shares are being distributed to foreign entities, addressing compliance with Foreign Investments Act
2. Lock-up Period: Optional restrictions on selling or transferring shares for a specified period
3. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares under certain conditions
4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares
5. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future share issuances
6. Competition Compliance: Required when distribution might trigger Philippine Competition Act thresholds
7. Shareholder Agreement Integration: Required when distribution must align with existing shareholder agreements
1. Share Certificate Specimen: Sample of the share certificate format to be issued
2. Company Information: Detailed corporate information including registration details and capital structure
3. Distribution Schedule: Detailed timeline and mechanics of the share distribution process
4. Shareholder Information: Details of recipients including KYC documentation requirements
5. Regulatory Approvals: Copies or details of required regulatory approvals and permits
6. Valuation Report: If applicable, independent valuation of shares being distributed
7. Tax Calculations: Detailed breakdown of applicable taxes and calculations
8. Corporate Authorizations: Board resolutions and other corporate approvals for the distribution
Authors
Affiliate
Articles of Incorporation
Board
Business Day
By-laws
Closing
Closing Date
Company
Confidential Information
Distribution Date
Distribution Period
Distribution Price
Documentary Stamp Tax
Effective Date
Encumbrance
Fair Market Value
Force Majeure Event
Governing Law
Governmental Authority
Lock-up Period
Material Adverse Effect
Parties
Philippine SEC
Recipients
Record Date
Regulatory Approvals
Related Party
Relevant Securities
Share Certificate
Share Distribution
Shares
Shareholder
Stock Transfer Agent
Subscription Price
Tax
Transfer
Transfer Restrictions
Valuation Date
Voting Rights
Share Distribution Terms
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Distribution Mechanics
Transfer Restrictions
Regulatory Compliance
Tax Provisions
Confidentiality
Anti-Money Laundering
Foreign Ownership Compliance
Securities Law Compliance
Corporate Authorizations
Share Rights
Documentation Requirements
Distribution Process
Lock-up Provisions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution Protection
Dispute Resolution
Force Majeure
Termination
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Financial Services
Banking
Corporate Services
Legal Services
Investment Management
Technology
Manufacturing
Real Estate
Retail
Energy
Healthcare
Telecommunications
Professional Services
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Tax
Human Resources
Corporate Governance
Investment Relations
Risk Management
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Finance Director
Investment Manager
Corporate Governance Officer
Share Registry Manager
Tax Manager
Corporate Attorney
Board Director
Company Secretary
Human Resources Director
Treasury Manager
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