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Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for a foreign company acquiring 35% minority stake in our Philippine telecommunications company, with a 3-year lock-up period starting March 2025 and compliance with foreign ownership restrictions."

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Document background
The Restricted Share Purchase Agreement is a crucial document used in Philippine corporate transactions where shares are being transferred subject to specific restrictions or limitations. This agreement is particularly relevant when dealing with regulated industries, foreign ownership restrictions, or strategic corporate holdings in the Philippines. The document is designed to comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and other relevant Philippine laws and regulations. It typically includes detailed provisions on transfer restrictions, regulatory compliance requirements, representations and warranties, and specific conditions that must be met before and after the share transfer. The agreement is essential for protecting both the seller's and purchaser's interests while ensuring the transaction adheres to all legal and regulatory requirements in the Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the Seller and Purchaser, including complete legal names and addresses

2. Background: Context of the transaction, including details about the Company whose shares are being sold

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Transfer Restrictions: Specific restrictions on the transfer of shares, including lock-up periods and conditions for permitted transfers

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

7. Completion: Details of the completion process, timing, and requirements

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Covenants: Ongoing obligations of the parties, including compliance with transfer restrictions

10. Tag-Along and Drag-Along Rights: Rights of parties in case of future sales or transfers

11. Termination: Circumstances under which the agreement can be terminated

12. Confidentiality: Obligations regarding confidential information

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction

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

Optional Sections

1. Foreign Ownership Compliance: Required when purchaser is foreign, detailing compliance with Philippine foreign ownership restrictions

2. Right of First Refusal: Optional provision giving existing shareholders priority rights to purchase shares before third parties

3. Put and Call Options: Optional rights for forced sale or purchase under specific circumstances

4. Management Rights: Optional provisions regarding purchaser's rights to participate in company management

5. Anti-Dilution Protection: Optional provisions protecting purchaser from dilution in future share issuances

6. Tax Provisions: Detailed tax arrangements if special tax considerations apply

7. Registration Rights: Required if shares may be publicly listed in the future

Suggested Schedules

1. Share Details: Schedule detailing the specific shares being sold, including share certificates numbers and class of shares

2. Disclosure Schedule: Exceptions and qualifications to the representations and warranties

3. Corporate Documents: Copies of relevant corporate documents including articles of incorporation and by-laws

4. Shareholders' Agreement: Copy of existing shareholders' agreement if applicable

5. Required Regulatory Approvals: List of required government and regulatory approvals

6. Form of Share Transfer Documents: Template documents required for share transfer under Philippine law

7. Deed of Adherence: Form of deed binding purchaser to existing shareholders' agreements if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions














































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Relevant Industries

Banking and Financial Services

Telecommunications

Media and Entertainment

Real Estate and Property Development

Mining and Natural Resources

Utilities and Power Generation

Transportation and Logistics

Healthcare and Pharmaceuticals

Retail and Consumer Goods

Manufacturing

Technology and Software

Agriculture and Agribusiness

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Risk Management

Corporate Development

Investment

Board of Directors

Executive Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Investment Manager

Corporate Finance Director

Mergers & Acquisitions Director

Business Development Manager

Risk Management Officer

Board Director

Company President

Vice President of Legal Affairs

Investment Banker

Financial Controller

Securities Lawyer

Corporate Governance Officer

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Share And Purchase Agreement

A Philippine law-governed agreement documenting the terms and conditions for the sale and purchase of company shares, ensuring regulatory compliance and protecting parties' interests.

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Restricted Share Purchase Agreement

A Philippine law-governed agreement for the sale and purchase of restricted corporate shares, including transfer restrictions and compliance requirements.

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