The Share Sale Agreement is a crucial document used when transferring ownership of shares in a Philippine company from one party to another. It is essential for both private and public company transactions, though specific requirements may vary. The agreement must comply with Philippine corporate and securities laws, including the Revised Corporation Code and Securities Regulation Code. It typically contains detailed provisions about the transaction structure, purchase price mechanisms, warranties about the company's condition, and various protections for both buyer and seller. The document is particularly important as it serves as evidence of the transfer for regulatory filings, tax purposes, and corporate records. It should address specific Philippine law requirements such as foreign ownership restrictions (if applicable), tax implications, and necessary regulatory approvals.
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1. Parties: Identification of the seller(s) and purchaser(s), including complete legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Seller's Warranties: Representations and warranties regarding the seller and the shares
10. Purchaser's Warranties: Representations and warranties regarding the purchaser
11. Company Warranties: Representations and warranties regarding the target company
12. Tax Covenants: Provisions dealing with tax liabilities and indemnities
13. Limitations on Liability: Limitations on warranty claims and general liability
14. Confidentiality: Provisions regarding confidential information
15. Announcements: Requirements for public announcements about the transaction
16. Further Assurance: Obligations to take further actions to give effect to the agreement
17. Notices: Process for giving formal notices under the agreement
18. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Seller Financing: Include when the seller is providing financing for the purchase
3. Non-Competition: Include when the seller needs to be restricted from competing
4. Employee Matters: Include when there are specific arrangements regarding key employees
5. Intellectual Property: Include when IP assets are material to the transaction
6. Real Property: Include when the company owns significant real estate assets
7. Transitional Services: Include when the seller will provide post-completion services
8. Foreign Investment Provisions: Include when the purchaser is a foreign entity
9. Break Fee: Include when there's an agreement on compensation if the deal fails
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Details of the Shares: Complete description of shares being transferred
3. Purchase Price Calculation: Detailed breakdown of purchase price components
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Warranties: Detailed warranties about the company and its business
6. Properties: List of real estate and material assets
7. Intellectual Property: Schedule of IP rights and registrations
8. Material Contracts: List of important contracts and agreements
9. Employee Information: Details of key employees and benefits
10. Disclosed Matters: Exceptions to warranties and known issues
11. Form of Resignation Letters: Template resignation letters for outgoing directors
12. Form of Board Resolutions: Template board resolutions for completion
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Agriculture
Mining
Construction
Transportation
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretariat
Business Development
Tax
Treasury
Board of Directors
Executive Management
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Investment Banker
Corporate Finance Manager
Compliance Officer
Due Diligence Officer
Business Development Manager
Mergers & Acquisitions Director
Transaction Advisory Manager
Corporate Development Director
Board Member
Finance Director
Legal Director
Risk Manager
Securities Compliance Officer
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