The Share Sale and Purchase Agreement is a crucial document used in Philippine corporate transactions when transferring ownership of shares from one party to another. It serves as the primary transaction document that captures all commercial terms, legal obligations, and regulatory requirements specific to the Philippine jurisdiction. This agreement must comply with the Corporation Code of the Philippines, Securities Regulation Code, and relevant Bureau of Internal Revenue regulations. It typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties, tax matters, and completion procedures. The document is particularly important as it needs to address specific Philippine law requirements such as foreign ownership restrictions in certain industries, mandatory tax clearances, and competition law considerations where applicable. It's commonly used in both private and public company transactions, mergers and acquisitions, corporate restructuring, and investment deals.
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1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the shares, target company, and business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax-related provisions, including tax warranties, indemnities, and compliance requirements
12. Confidentiality: Obligations regarding confidential information and announcements
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Notices: Process and requirements for giving notices under the agreement
15. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments
1. Escrow Arrangements: Required when part of the consideration is held in escrow as security for warranty claims or indemnities
2. Non-Competition and Non-Solicitation: Included when restrictions on seller's future activities are required
3. Management and Employee Matters: Needed when there are specific arrangements for key employees or management retention
4. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed
5. Earn-out Provisions: Included when part of the consideration is contingent on future performance
6. Break Fee: Used when parties want to specify compensation for failure to complete
7. Transitional Services: Required when seller needs to provide continued services post-completion
8. Multiple Sellers Provisions: Required when there are multiple sellers to address joint and several liability
1. Details of the Shares: Complete description of shares being transferred including share certificates
2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price including adjustments
3. Warranties: Detailed warranties regarding the business, assets, and liabilities
4. Properties: List and details of all real property owned or leased by the target company
5. Material Contracts: List and copies of all material contracts of the target company
6. Intellectual Property: Details of all IP owned or licensed by the target company
7. Employee Information: Details of employees, benefits, and employment agreements
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Permitted Leakage: List of permitted payments or value extractions in locked box deals
10. Data Room Index: Index of all documents disclosed in due diligence
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