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Share Sell Agreement
"I need a Share Sale Agreement under Philippine law for the sale of 30% shares in a technology company to a Singapore-based investor, ensuring compliance with foreign ownership restrictions and including standard warranties."
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 brief description of 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, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the sale
6. Completion: Details of when, where, and how the transfer will be completed
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
9. Covenants: Pre and post-completion obligations of both parties
10. Tax Matters: Provisions regarding tax liabilities and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for sending formal notices 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. Non-Competition: Restrictions on seller's future business activities - include when seller has operational knowledge of the business
2. Employee Matters: Provisions regarding key employees - include when share sale affects employment arrangements
3. Intellectual Property: Special provisions for IP rights - include when company owns significant IP assets
4. Foreign Ownership Compliance: Special provisions ensuring compliance with Philippine foreign ownership restrictions - include when buyer is foreign
5. Earn-out Provisions: Structure for additional payments based on future performance - include when price includes performance-based components
6. Break Fee: Compensation if deal fails - include in high-value or complex transactions
7. Director Resignations: Provisions for change in board composition - include when sale results in management changes
1. Share Details: Details of shares being sold including share certificates numbers and class of shares
2. Company Information: Key details about the company including corporate documents and registrations
3. Warranties: Detailed warranties and representations by the seller about the company and shares
4. Disclosure Letter: Seller's disclosures against the warranties
5. Completion Requirements: Detailed list of documents and actions required for completion
6. Existing Encumbrances: List of any existing liens or encumbrances on the shares
7. Corporate Approvals: Copies of required corporate approvals and resolutions
8. Financial Statements: Recent financial statements of the company
Authors
Financial Services
Legal Services
Corporate Services
Investment Banking
Private Equity
Real Estate
Manufacturing
Technology
Retail
Healthcare
Energy
Transportation
Agriculture
Mining
Construction
Telecommunications
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Mergers & Acquisitions
Investment
Due Diligence
Risk Management
Corporate Governance
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
Financial Director
Mergers & Acquisitions Manager
Due Diligence Officer
Compliance Officer
Company Director
Corporate Governance Officer
Business Development Manager
Investment Manager
Shareholder Relations Manager
Transaction Advisory Manager
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