The Sale of Equity Agreement is a crucial legal instrument used in Indian corporate transactions when transferring ownership of shares or equity stakes between parties. This document is essential when shareholders wish to sell their stake in a company, during corporate restructuring, or in merger and acquisition scenarios. The agreement must comply with Indian corporate law, particularly the Companies Act 2013, SEBI regulations (for listed companies), and FEMA regulations (for foreign investment). It typically includes detailed provisions on share valuation, payment terms, representations and warranties, conditions precedent, and completion mechanics. The document serves to protect both parties' interests by clearly defining their rights and obligations, ensuring a smooth transfer of ownership while maintaining legal compliance.
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1. Parties: Identification of the Seller(s) and Purchaser(s) with complete details
2. Background: Context of the transaction, including company details and reason for the share transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Consideration and Payment Terms: Details of payment structure, timing, and method of payment
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Mechanics of closing the transaction, including timing and delivery requirements
8. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
9. Purchaser's Warranties: Basic warranties regarding capacity to purchase and funding
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and public announcements
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and counterparts
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 in the sale
3. Non-Competition: Include when the seller needs to be restricted from competing post-sale
4. Board Composition: Include when the purchase involves changes to board structure
5. Foreign Investment Compliance: Include when the purchaser is a foreign entity
6. Tax Indemnity: Include when specific tax risks need to be allocated between parties
7. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
8. Break Fee: Include when there's need for compensation if either party backs out
1. Share Details: Details of shares being transferred including share certificate numbers and distinctive numbers
2. Company Information: Key corporate information including shareholding pattern, financial statements, and material contracts
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 board resolutions and other corporate approvals
6. Completion Checklist: List of actions and documents required for completion
7. Disclosed Matters: Specific disclosures against the warranties
8. Form of Transfer Instruments: Templates of share transfer forms and other required documentation
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