The Equity Shares Agreement is a crucial document used in Philippine corporate transactions for documenting the sale and purchase of company shares. It is essential when shareholders wish to transfer their ownership interests in a company, whether in whole or in part. The agreement must comply with the Philippine Revised Corporation Code, Securities Regulation Code, and other relevant regulations, particularly regarding foreign ownership restrictions in certain industries. This document typically includes detailed provisions on share valuation, payment terms, representations and warranties, shareholder rights, and regulatory compliance requirements. It's commonly used in various scenarios including investment rounds, exit transactions, corporate restructuring, and strategic acquisitions. The agreement serves to protect both buyers' and sellers' interests while ensuring legal compliance with Philippine corporate and securities laws.
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1. Parties: Identification of the parties involved, including the company, selling shareholders, and purchasing shareholders
2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Details: Specification of shares being transferred, including class, number, and par value
5. Purchase Price: Details of consideration, payment terms, and payment mechanism
6. Completion: Conditions precedent, completion mechanics, and timing
7. Representations and Warranties: Standard representations from both seller and purchaser regarding capacity, authority, and share ownership
8. Transfer Restrictions: Limitations on future transfer of shares and pre-emptive rights
9. Shareholder Rights: Voting rights, dividend rights, and other shareholder entitlements
10. Board Representation: Rights to appoint directors and board governance matters
11. Covenants: Ongoing obligations of the parties
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for investors requiring protection against future dilutive share issuances
4. Put and Call Options: Include when parties want rights to force sale or purchase of shares under specific circumstances
5. Non-Competition: Include when selling shareholders need to be restricted from competing
6. Management Rights: Include for investors requiring specific management participation rights
7. Information Rights: Include when certain shareholders need specified financial or operational information
8. Foreign Ownership Compliance: Include when foreign investors are involved to ensure compliance with Philippine foreign ownership restrictions
1. Schedule 1 - Share Capital Structure: Details of the company's share capital structure pre and post-completion
2. Schedule 2 - Form of Share Transfer Instrument: Template for the share transfer documentation required under Philippine law
3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied before completion
4. Schedule 4 - Completion Requirements: Checklist of documents and actions required at completion
5. Schedule 5 - Warranties: Detailed warranties given by the seller regarding the company and shares
6. Schedule 6 - Company Information: Key information about the company including assets, liabilities, and material contracts
7. Appendix A - Board Resolution: Pro-forma board resolution approving the share transfer
8. Appendix B - Shareholders' Resolution: Pro-forma shareholders' resolution if required for the transfer
9. Appendix C - SEC Forms: Required Securities and Exchange Commission forms for share transfer reporting
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