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Equity Buyout Agreement

Equity Buyout Agreement Template for India

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Key Requirements PROMPT example:

Equity Buyout Agreement

"I need an Equity Buyout Agreement for the purchase of 100% shares in a private Indian technology company, with a purchase price of INR 50 crores, including earn-out provisions and special warranties for intellectual property assets."

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Document background
The Equity Buyout Agreement is a crucial document used in Indian corporate transactions when one party seeks to acquire the equity shares of a target company from its existing shareholders. This agreement is essential for both private and public company transactions, though additional regulatory requirements apply for listed companies. The document must comply with Indian corporate laws, particularly the Companies Act, 2013, SEBI regulations (for listed entities), and relevant tax laws. It typically includes detailed provisions on purchase price determination, payment structures, representations and warranties, conditions precedent, and completion mechanics. The agreement also addresses key issues such as employee retention, intellectual property rights, and ongoing business operations. Given India's complex regulatory environment, special attention is paid to foreign investment regulations, stamp duty requirements, and sector-specific compliance obligations.
Suggested Sections

1. Parties: Identification of all parties to the agreement including seller(s), purchaser(s), and any guarantors

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and payment mechanics

5. Purchase Price and Payment Terms: Detailed breakdown of consideration, payment structure, adjustments, and escrow arrangements

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Seller's Representations and Warranties: Comprehensive warranties regarding the seller and target company

10. Purchaser's Representations and Warranties: Warranties regarding the purchaser's capacity and authority

11. Indemnification: Indemnity provisions, including scope, limitations, and claims process

12. Confidentiality: Obligations regarding confidential information and announcements

13. Governing Law and Dispute Resolution: Choice of law, jurisdiction, and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Specific provisions regarding employees, to be included if there are significant employment considerations

2. Intellectual Property Rights: Detailed IP provisions, necessary when IP is a crucial asset of the target company

3. Tax Matters: Specific tax indemnities and allocations, included when tax exposure is significant

4. Non-Competition and Non-Solicitation: Restrictions on seller's future activities, included when protecting business relationships is crucial

5. Transition Services: Terms for post-completion services by seller, needed when business continuity requires seller's involvement

6. Earn-out Provisions: Structure for additional payments based on future performance, included in performance-based deals

7. Break Fee: Provisions for payment if deal fails, included in high-risk or complex transactions

8. Foreign Investment Compliance: Special provisions for foreign investment regulations, needed with international parties

Suggested Schedules

1. Schedule 1 - Details of the Company: Corporate information, share capital, and organizational structure

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Schedule 3 - Completion Obligations: Detailed list of actions and deliverables required at completion

4. Schedule 4 - Warranties: Comprehensive list of seller's warranties

5. Schedule 5 - Properties: Details of all real estate owned or leased by the company

6. Schedule 6 - Intellectual Property: List of all IP rights owned or licensed by the company

7. Schedule 7 - Material Contracts: List of all important contracts and agreements

8. Schedule 8 - Employee Information: Details of key employees and employment terms

9. Schedule 9 - Disclosed Matters: Disclosure against warranties

10. Schedule 10 - Form of Resignation Letters: Template resignation letters for outgoing directors

11. Appendix A - Completion Statement Format: Agreed format for financial statements at completion

12. Appendix B - Bank Account Details: Payment instructions and account details

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
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Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Real Estate

Retail

E-commerce

Infrastructure

Telecommunications

Pharmaceuticals

Energy

Consumer Goods

Professional Services

Media and Entertainment

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Risk Management

Tax

Corporate Secretarial

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Banker

Managing Director

Finance Director

Business Development Director

Mergers & Acquisitions Manager

Corporate Strategy Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Board Director

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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