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Sale Of Shares Form
"I need a Sale of Shares Form for transferring 40% of my tech startup's shares to a local investor in Manila, with completion scheduled for March 2025 and including basic warranties about the company's intellectual property."
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 per share, and total consideration
5. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer
6. Completion: Details of when, where and how completion will take place, including completion deliverables
7. Seller's Warranties: Warranties given by the seller regarding the shares, company, and authority to sell
8. Buyer's Warranties: Warranties given by the buyer regarding authority and capacity to purchase
9. Tax Matters: Provisions regarding tax liabilities and responsibilities
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for giving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Optional section when minority shareholders need protection to join in the sale
2. Drag-Along Rights: Optional section when majority shareholders want the right to force minorities to join the sale
3. Non-Competition: Optional restrictions on seller's future competitive activities, if seller is exiting completely
4. Earnout Provisions: Optional section for when part of the purchase price is contingent on future performance
5. Foreign Investment Compliance: Required when foreign buyers are involved, addressing Filipino ownership requirements
6. Employee Matters: Optional section dealing with key employees or management transition
7. Intellectual Property Rights: Optional detailed provisions about IP ownership and transfer, important for technology companies
1. Schedule 1 - Share Details: Details of the shares being sold including share certificate numbers and class of shares
2. Schedule 2 - Company Information: Key details about the company including corporate documents and financial statements
3. Schedule 3 - Warranties: Detailed warranties given by the seller regarding the company and its business
4. Schedule 4 - Encumbrances: List of any existing encumbrances on the shares
5. Schedule 5 - Completion Deliverables: List of all documents and items to be delivered at completion
6. Schedule 6 - Corporate Approvals: Copies of required corporate approvals and resolutions
7. Appendix A - Share Transfer Forms: Pro-forma share transfer documents required under Philippine law
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Board of Directors
Executive Management
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Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
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