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Shareholder Sale Agreement
"I need a Shareholder Sale Agreement under Philippine law for the sale of 60% ownership in a technology startup to a foreign investor, with specific provisions for intellectual property protection and employee stock options retention."
1. Parties: Identification of the Seller(s) and Buyer(s) of the shares
2. Background: Context of the transaction, including details about the company whose shares are being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be fulfilled before completion of the share transfer
6. Completion: Details of when, where, and how the transfer will be completed, including required actions
7. Seller's Representations and Warranties: Guarantees from the seller about the shares, company, and their authority to sell
8. Buyer's Representations and Warranties: Guarantees from the buyer about their authority and ability to purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Rules about public statements regarding the transaction
13. Costs: Allocation of transaction costs and expenses
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
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: Required when seller needs to be restricted from competing post-sale
4. Regulatory Compliance: Required for regulated industries or when foreign investment laws apply
5. Break Fee: Optional section specifying compensation if either party withdraws
6. Employee Matters: Required when the sale impacts key employees or employment arrangements
7. Intellectual Property: Required when IP is a significant company asset
8. Related Party Transactions: Required when there are ongoing related party arrangements
1. Details of the Shares: Complete description of shares being sold including share certificates numbers
2. Company Information: Key details about the company including corporate documents and structure
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Corporate Approvals: Copies of required board and shareholder resolutions
7. Material Contracts: List and copies of important company contracts
8. Real Property: Details of company's real estate holdings if material
9. Intellectual Property: Schedule of company's IP rights if material
10. Disclosure Letter: Exceptions and qualifications to the warranties
Authors
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Mining
Agriculture
Transportation
Telecommunications
Construction
Professional Services
Education
Hospitality
Legal
Finance
Corporate Secretarial
Compliance
Tax
Executive Management
Board of Directors
Mergers & Acquisitions
Corporate Development
Investor Relations
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
Finance Director
Managing Director
Business Development Manager
Compliance Officer
Tax Director
Board Member
Company Director
Shareholder Relations Manager
Investment Manager
Due Diligence Officer
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