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Purchase Of Shares Agreement Template for Philippines

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Key Requirements PROMPT example:

Purchase Of Shares Agreement

"Need a Purchase of Shares Agreement for the acquisition of 60% shareholding in a Philippine tech startup, with completion scheduled for March 2025 and including an earn-out mechanism based on revenue targets for the first two years post-completion."

Document background
A Purchase of Shares Agreement is a fundamental document used in corporate acquisitions and investments in the Philippines. This agreement is essential when transferring ownership of shares in a Philippine corporation, whether it's a complete or partial acquisition. The document must comply with Philippine corporate laws, including the Revised Corporation Code and Securities Regulation Code, and may require additional considerations for foreign investment restrictions, competition law compliance, and tax regulations. The agreement typically includes comprehensive details about the transaction structure, purchase price mechanisms, conditions precedent, warranties, and completion procedures. It's particularly important to address specific Philippine law requirements such as mandatory governmental approvals, foreign ownership limitations in certain industries, and local tax implications.
Suggested Sections

1. Parties: Identification of the Seller(s) and Purchaser(s) with complete details

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the number and class of shares being sold

5. Purchase Price: Specification of the consideration and payment terms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of when, where and how completion will take place, including completion deliverables

9. Seller's Warranties: Warranties given by the seller regarding the shares and the company

10. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase

11. Tax Matters: Provisions dealing with tax liabilities and responsibilities

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Restrictions and requirements for public announcements about the transaction

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other metrics

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

3. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

4. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

5. Foreign Investment Compliance: Required when the transaction involves foreign investors

6. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

7. Minority Shareholder Provisions: Used when not all shares are being purchased

8. Escrow Arrangements: Include when part of the purchase price will be held in escrow

9. Post-Completion Covenants: Used when specific actions are required after completion

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and other company details

2. Details of the Sale Shares: Specific information about the shares being transferred

3. Warranties: Detailed warranties about the company and its business

4. Limitations on Warranties: Limitations and qualifications to the warranties

5. Properties: List and details of company properties if material to the transaction

6. Material Contracts: List of important contracts affecting the company

7. Intellectual Property: Details of IP owned or used by the company

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Form of Resignation Letters: Template resignation letters for outgoing directors if applicable

10. Disclosure Letter: Exceptions and qualifications to the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses










































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Telecommunications

Mining

Agriculture

Transportation

Professional Services

Construction

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Tax

Risk Management

Business Development

Corporate Secretariat

Investment

Treasury

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Banker

Corporate Secretary

Finance Director

Mergers & Acquisitions Director

Business Development Manager

Compliance Officer

Tax Director

Company Director

Investment Manager

Corporate Development Officer

Risk Manager

Transaction Advisory Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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