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Share Acquisition Agreement
"I need a Share Acquisition Agreement for purchasing 75% shareholding in a private limited technology company based in Bangalore, with a transaction value of INR 50 crores and including specific IP protection clauses and an earn-out mechanism over 18 months."
1. Parties: Identification of the seller(s), purchaser(s), and the target company
2. Background: Context of the transaction and current ownership structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Details of purchase price, payment mechanics, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's representations and warranties about the business and shares
10. Limitations on Liability: Limitations on warranty claims and general liability
11. Tax Covenants: Tax-related warranties and indemnities
12. Confidentiality: Obligations regarding transaction and business confidentiality
13. Announcements: Requirements for public statements about the transaction
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Indian law as governing law and jurisdiction details
1. Non-Competition: Restrictions on seller's competing activities - used when seller has significant market knowledge
2. Employee Matters: Specific provisions regarding key employees - relevant when retention is crucial
3. Earn-out Provisions: Performance-based additional payments - used when price depends on future performance
4. Break Fee: Compensation if deal fails - relevant for complex or high-risk transactions
5. Foreign Investment Compliance: FEMA compliance provisions - required for foreign investors
6. Regulatory Approvals: Detailed approval requirements - needed for regulated industries
7. Intellectual Property Rights: Special IP provisions - important for technology companies
8. Environmental Matters: Environmental compliance - relevant for manufacturing/industrial businesses
1. Share Details: Details of shares being transferred including share certificates
2. Warranties: Detailed warranties about the company and business
3. Financial Statements: Recent financial statements of the target company
4. Properties: Details of company's real estate and leases
5. Intellectual Property: List of IP rights owned or used by the company
6. Material Contracts: Key contracts affecting the business
7. Employees: Key employee details and employment terms
8. Completion Requirements: Detailed list of completion deliverables
9. Permitted Encumbrances: List of accepted encumbrances on shares/assets
10. Disclosure Letter: Exceptions and qualifications to warranties
Authors
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Professional Services
Energy
Infrastructure
Telecommunications
Media and Entertainment
Education
Pharmaceuticals
Automotive
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretarial
Risk Management
Strategy
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Mergers & Acquisitions Director
Investment Banker
Corporate Finance Manager
Due Diligence Specialist
Tax Director
Compliance Officer
Business Development Director
Strategy Director
Board Member
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