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Share Purchase Agreement Between Shareholders
"I need a Share Purchase Agreement Between Shareholders for the transfer of 25% shareholding from one minority shareholder to another in our Philippine technology startup, with completion scheduled for March 2025 and payment in two installments."
1. Parties: Identification of the selling and purchasing shareholders, including complete legal names and addresses
2. Background: Context of the transaction, including details about the company whose shares are being transferred and the existing shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and price per share
5. Purchase Price: Details of the consideration, payment method, and timing
6. Completion: Requirements and procedures for closing the transaction, including delivery of share certificates and payment
7. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Actions required between signing and completion
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Confidentiality: Obligations to maintain transaction confidentiality
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Conditions Precedent: Used when completion is subject to specific conditions such as regulatory approvals or third-party consents
2. Deferred Consideration: Include when part of the purchase price is to be paid at a later date or is contingent
3. Non-Competition: Required when seller needs to be restricted from competing post-sale
4. Tag-Along Rights: Include when remaining shareholders should have the right to join in the sale
5. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
6. Board Resignation: Include when selling shareholder is also a director who needs to resign
7. Corporate Guarantees: Used when payment obligations need to be guaranteed by a corporate entity
8. Break Fee: Include when parties want to specify damages for failure to complete
9. Foreign Investment Provisions: Required when transaction involves foreign shareholders and needs to comply with Foreign Investments Act
1. Share Details: Details of shares being transferred including share certificate numbers and shareholding history
2. Company Information: Key corporate information including assets, liabilities, and material contracts
3. Completion Requirements: Checklist of documents and actions required for completion
4. Warranties: Detailed warranties and indemnities
5. Corporate Approvals: Copies of board resolutions and other corporate authorizations
6. Existing Encumbrances: List of any existing liens or encumbrances on the shares
7. Payment Schedule: If payment is in installments, detailed payment timeline and terms
8. Related Party Transactions: List of ongoing related party transactions affecting the shares or company
9. SEC Certificates: Copies of relevant SEC certificates and filings
Authors
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Transportation
Professional Services
Agriculture
Mining
Construction
Telecommunications
Education
Consumer Goods
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretariat
Tax
Risk Management
Corporate Governance
Shareholder Relations
Investment
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Compliance Officer
Finance Director
Managing Director
Board Director
Shareholder Relations Manager
Corporate Governance Officer
Tax Manager
Company Secretary
Investment Banker
Private Equity Manager
Business Development Director
Risk Manager
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