A Business Share Purchase Agreement is a crucial legal document used when transferring ownership of shares in a company under Indian law. This agreement is essential for both private and public company transactions, though specific requirements may vary. It encompasses all aspects of the share transfer process, including detailed provisions for purchase price, payment terms, representations and warranties, and conditions precedent. The document must comply with various Indian regulations, including the Companies Act 2013, Securities regulations (for listed companies), Foreign Exchange Management Act (for foreign investments), and applicable stamp duty laws. It's particularly important in mergers and acquisitions, strategic investments, and corporate restructuring scenarios, where clear documentation of the transaction terms and conditions is essential for legal certainty and risk management.
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1. Parties: Identification of seller(s), purchaser(s) and the target company
2. Background: Context of the transaction and current shareholding structure
3. Definitions and Interpretation: Defined terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Mechanics and requirements for closing the transaction
8. Seller's Warranties: Representations and warranties given by the seller
9. Purchaser's Warranties: Representations and warranties given by the purchaser
10. Indemnification: Indemnity provisions and claims process
11. Confidentiality: Confidentiality obligations of all parties
12. Announcements: Rules for public announcements about the transaction
13. Notices: Process for serving notices under the agreement
14. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.
1. Tag Along Rights: Include when minority shareholders need protection rights
2. Drag Along Rights: Include when majority shareholders need rights to force minority participation in future sales
3. Non-Compete and Non-Solicit: Include when seller restrictions are required post-completion
4. Foreign Investment Compliance: Include for transactions involving foreign investors
5. Regulatory Approvals: Include when specific regulatory approvals (e.g., CCI) are required
6. Earn-out Provisions: Include when part of purchase price is contingent on future performance
7. Employee Matters: Include when specific employee-related provisions are necessary
8. Tax Covenant: Include when specific tax indemnities or arrangements are required
1. Share Details: Details of shares being transferred including share certificates
2. Purchase Price Calculation: Detailed calculation of purchase price including adjustments
3. Conditions Precedent: Detailed list of all conditions precedent
4. Completion Requirements: Detailed list of completion deliverables and actions
5. Warranties: Detailed warranties given by the seller
6. Disclosed Documents: List of documents disclosed against the warranties
7. Company Details: Corporate information about the target company
8. Material Contracts: List of material contracts of the target company
9. Intellectual Property: Details of IP owned or used by the target company
10. Properties: Details of real estate owned or leased by the target company
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