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Share Block Sale Agreement

Share Block Sale Agreement Template for India

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Key Requirements PROMPT example:

Share Block Sale Agreement

"I need a Share Block Sale Agreement for selling 25% stake in my private limited technology company to a domestic corporate investor, with completion scheduled for March 2025 and including standard warranties and board seat provisions."

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Document background
The Share Block Sale Agreement is a crucial document used in Indian corporate transactions when transferring a significant portion of a company's shares from one party to another. It is essential for both private and public companies, though additional regulations apply for listed entities. The agreement must comply with the Companies Act 2013, relevant SEBI regulations, stamp duty laws, and applicable tax regulations. It typically includes detailed provisions about the sale consideration, warranties, representations, conditions precedent, and completion mechanics. This document is particularly important when the transaction involves strategic investments, corporate restructuring, or exit by significant shareholders. The agreement should address specific Indian legal requirements such as stamp duty payment, share transfer forms, and necessary corporate and regulatory approvals.
Suggested Sections

1. Parties: Identification of Seller(s) and Purchaser(s) with complete details including registration information

2. Background: Context of the transaction, including company details and reason for the share block sale

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 transaction

6. Completion: Details of the completion process, timing, and actions required by each party

7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity

9. Covenants: Pre and post-completion obligations of both parties

10. Indemnification: Indemnity provisions protecting parties against breaches and misrepresentations

11. Confidentiality: Obligations regarding transaction confidentiality and company information

12. Notices: Process and addresses for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join the sale

3. Non-Compete: Include when seller needs to be restricted from competing post-sale

4. Board Composition: Include when purchase includes rights to board representation

5. Regulatory Approvals: Include when transaction requires specific regulatory clearances

6. Foreign Investment Compliance: Include when transaction involves foreign investors

7. Tax Indemnity: Include when specific tax risks need to be allocated between parties

8. Employee Matters: Include when sale affects key employee arrangements or benefits

Suggested Schedules

1. Share Details: Details of shares being sold including share certificate numbers and distinctive numbers

2. Company Information: Key corporate information including shareholding pattern and financial statements

3. Warranties: Detailed warranties and representations by the seller regarding the company and shares

4. Encumbrances: List of any existing encumbrances on the shares

5. Corporate Authorizations: Copies of corporate authorizations required for the transaction

6. Completion Checklist: List of actions and documents required for completion

7. Disclosure Schedule: Seller's disclosures against the warranties

8. Regulatory Filings: List of required regulatory filings and their status

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions














































Clauses



































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Professional Services

Media and Entertainment

Automotive

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Development

Investment

Risk Management

Corporate Strategy

Board of Directors

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Corporate Finance Manager

Investment Manager

Mergers & Acquisitions Director

Compliance Officer

Business Development Director

Corporate Strategy Manager

Financial Controller

Board Director

General Counsel

Investment Banker

Private Equity Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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