Stock Sale Agreement Template for Philippines

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

2. Foreign Ownership Compliance: Required when the purchaser is foreign and the company operates in a regulated industry

3. Board Composition: Included when the purchase involves changes to board membership

4. Non-Competition: Added when seller restrictions are required post-completion

5. Staged Completion: Used for transactions with multiple closing dates

6. Bank Financing: Included when the purchase is funded through bank loans

7. Employee Matters: Required when the transaction affects key employees or employment arrangements

1. Share Details: Details of the shares being sold including share certificates and share transfer forms

2. Company Information: Key corporate details, assets, and liabilities of the company

3. Disclosure Schedule: Exceptions and qualifications to the representations and warranties

4. Required Consents: List of third-party and regulatory approvals needed

5. Encumbrances: Details of any existing liens or encumbrances on the shares

6. Corporate Documents: Copies of key corporate documents and certificates

7. Completion Checklist: List of documents and actions required at completion

8. Purchase Price Calculations: Detailed breakdown of purchase price adjustments and calculations