Stock Distribution Agreement Template for Philippines

1. Lock-up Period: Restrictions on further transfer of shares for a specified period - used when required by regulations or agreed by parties

2. Right of First Refusal: Rights of existing shareholders to purchase shares before third parties - used in closely held corporations

3. Tag-Along Rights: Rights of minority shareholders to join in sale of shares - used to protect minority interests

4. Drag-Along Rights: Rights to force minority shareholders to join in sale - used in majority-controlled situations

5. Foreign Ownership Compliance: Special provisions for foreign recipients - used when foreign shareholders are involved

6. Competition Law Compliance: Provisions addressing antitrust concerns - used for large transactions or regulated industries

7. Employee Stock Ownership Provisions: Special terms for employee stock distributions - used in employee stock ownership plans

8. Dividend Rights: Special provisions regarding dividend entitlements - used when different from standard corporate policy

1. Schedule A - Share Details: Detailed description of shares including certificate numbers and shareholding history

2. Schedule B - Corporate Documents: Copies of relevant corporate approvals and authorizations

3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties

4. Schedule D - Distribution Procedure: Step-by-step process for executing the distribution

5. Appendix 1 - Board Resolutions: Copies of board resolutions approving the distribution

6. Appendix 2 - Regulatory Approvals: Copies of required governmental or regulatory approvals

7. Appendix 3 - Tax Certificates: Relevant tax clearances or certificates

8. Appendix 4 - Share Certificates: Forms of share certificates to be issued