The Business Share Sale Agreement is a crucial document used in Indian corporate transactions for transferring ownership of shares between parties. It is primarily utilized when selling a substantial or controlling stake in a company, whether private or public. The agreement must comply with Indian corporate laws, particularly the Companies Act 2013, Securities Contracts (Regulation) Act 1956, and relevant SEBI regulations for listed companies. It typically includes detailed provisions on share valuation, payment terms, representations and warranties, conditions precedent, completion mechanics, and post-completion obligations. The document is essential for protecting both parties' interests and ensuring legal compliance with Indian regulatory requirements, particularly regarding share transfer restrictions, tax implications, and foreign investment regulations where applicable.
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1. Parties: Identification of the seller(s) and buyer(s) with complete legal details
2. Background: Context of the transaction, including company details and reason for sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for 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
6. Pre-Completion Obligations: Parties' obligations between signing and completion
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties: Representations and warranties about the company and shares
9. Buyer's Warranties: Representations and warranties from the buyer
10. Limitations on Liability: Caps, time limits and other restrictions on warranty claims
11. Confidentiality: Obligations regarding transaction and company information
12. Tax Matters: Tax-related warranties, indemnities and compliance obligations
13. Further Assurance: Obligations to take additional steps to give effect to the agreement
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction
16. Execution: Signature blocks and execution formalities
1. Non-Compete and Non-Solicit: Restrictions on seller's future business activities, used when seller is key to business
2. Regulatory Approvals: Required for transactions needing regulatory clearance (e.g., SEBI, CCI approval)
3. Foreign Investment Compliance: Required when buyer includes foreign investors
4. Employee Matters: Specific provisions regarding key employees or employee-related liabilities
5. Intellectual Property: Specific IP-related provisions when IP is crucial to business value
6. Break Fee: Compensation if deal fails under specific circumstances
7. Earn-out Provisions: Additional payment terms based on future performance
8. Tag-Along/Drag-Along Rights: For partial stake sales with continuing shareholders
1. Share Details: Details of shares being transferred including share certificate numbers
2. Company Information: Key corporate information including shareholding pattern
3. Warranties: Detailed warranties about the company and business
4. Completion Requirements: Detailed list of completion deliverables and steps
5. Encumbrances: List of existing charges or encumbrances on shares/assets
6. Material Contracts: List of key business contracts and obligations
7. Intellectual Property: Details of IP owned or licensed by the company
8. Properties: Details of real estate owned or leased by the company
9. Employee Information: Key employee details and employment terms
10. Financial Statements: Recent financial statements and management accounts
11. Tax Records: Summary of tax positions and pending assessments
12. Completion Statement Format: Template for financial statements at completion
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