A Share Block Sale Agreement is a critical legal document used when transferring a substantial portion of shares in a Philippine corporation from one party to another. This agreement is essential for transactions involving significant share transfers, mergers, acquisitions, or corporate restructuring in the Philippines. It must comply with the Revised Corporation Code of the Philippines, Securities Regulation Code, and relevant tax laws. The document typically includes comprehensive details about the share transfer, including purchase price, payment mechanisms, warranties, representations, and conditions precedent. It's particularly important for ensuring proper documentation for regulatory bodies such as the Securities and Exchange Commission and Bureau of Internal Revenue, while also protecting both parties' interests through clear terms and conditions.
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1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names and addresses
2. Background: Context of the transaction, including brief description of 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, share class, and price
5. Purchase Price and Payment: Detailed payment terms, method, and timing of payment
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Details of when, where, and how completion will take place
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
9. Buyer's Warranties: Warranties regarding capacity to purchase and fund the transaction
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and announcements
12. Tax Matters: Allocation of tax liabilities and responsibilities
13. Notices: Process for serving notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition: Required when the seller needs to be restricted from competing post-sale
3. Board Resignation: Needed when seller's representatives must resign from company positions
4. Security Provisions: Used when payment is deferred or guaranteed
5. Foreign Ownership Compliance: Required when foreign buyers are involved
6. Shareholder Approval: Needed when existing shareholders have pre-emptive rights
7. Regulatory Approvals: Required for regulated industries or large transactions
1. Share Details: Detailed description of shares being sold including share certificates
2. Company Information: Key company details, including corporate documents and structure
3. Warranties: Detailed warranties and indemnities
4. Encumbrances: List of any existing encumbrances on the shares
5. Required Consents: List of required third-party and regulatory consents
6. Completion Requirements: Detailed list of completion deliverables and actions
7. Disclosed Matters: Exceptions to warranties and disclosed issues
8. Form of Resignation Letters: Template resignation letters for outgoing directors
9. Payment Details: Bank account and payment mechanism details
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