The Stock Purchase Contract is a crucial legal document used in the Philippines when transferring ownership of shares from one party to another. It is essential for both private and public company transactions, ensuring compliance with the Philippine Revised Corporation Code, Securities Regulation Code, and relevant SEC regulations. This document becomes necessary whenever there is a sale of company shares, whether it's a minor stake or a controlling interest. It includes detailed provisions covering share valuation, payment terms, representations and warranties, conditions precedent, and closing requirements. The contract must address specific Philippine regulatory requirements, including foreign ownership restrictions if applicable, tax implications, and necessary corporate approvals. It serves as a comprehensive record of the transaction terms and protects all parties' interests while ensuring legal compliance.
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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 of Shares: Core transaction details including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Agreed price per share and total consideration for the transaction
6. Payment Terms: Method, timing, and currency of payment
7. Conditions Precedent: Conditions that must be satisfied before closing the transaction
8. Closing: Details of the closing process, timing, and deliverables
9. Representations and Warranties of Seller: Seller's assertions regarding ownership, authority to sell, and status of shares
10. Representations and Warranties of Buyer: Buyer's assertions regarding authority and capacity to purchase
11. Covenants: Ongoing obligations of both parties before and after closing
12. Indemnification: Protection and compensation mechanisms for breach of warranties or representations
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional section for minority shareholder protection, used when selling less than 100% of company shares
2. Drag-Along Rights: Optional section for majority shareholder rights, used when selling controlling interest
3. Foreign Ownership Compliance: Required when buyer is foreign, ensuring compliance with Philippine foreign ownership restrictions
4. Installment Payment Terms: Used when purchase price is to be paid in installments, including security arrangements
5. Board Approval: Required when company bylaws or shareholders' agreement mandate board approval for share transfers
6. Right of First Refusal Waiver: Required when existing shareholders have ROFR rights under company documents
7. Tax Provisions: Detailed tax arrangements when complex tax structures or international elements are involved
8. Broker Provisions: Required when transaction involves broker or finder's fees
1. Schedule A - Share Details: Detailed description of shares including certificate numbers, class, and rights attached
2. Schedule B - Company Information: Key company details including capitalization, directors, and material contracts
3. Schedule C - Encumbrances: List of any existing liens, charges, or restrictions on the shares
4. Schedule D - Required Consents: List of required regulatory, corporate, and third-party approvals
5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties
6. Appendix 1 - Share Certificates: Copies of relevant share certificates
7. Appendix 2 - Corporate Approvals: Copies of board resolutions, shareholder approvals, and other corporate authorizations
8. Appendix 3 - Payment Instructions: Detailed banking and payment information
9. Appendix 4 - Closing Checklist: List of all documents and actions required for closing
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