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Stock Sale Agreement
"I need a Stock Sale Agreement for the sale of 60% shareholding in a Philippine technology company to a Singapore-based investor, with completion planned for March 2025 and including earn-out provisions based on revenue targets."
1. Parties: Identification of the seller(s), purchaser(s), and the company whose shares are being sold
2. Background: Context of the transaction, including current ownership structure and purpose of the sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Amount, currency, and payment terms for the shares
6. Completion: Closing mechanics, timing, and location of the completion of the sale
7. Conditions Precedent: Conditions that must be satisfied before completion occurs
8. Seller's Representations and Warranties: Statements of fact and assurances about the seller, shares, and company
9. Purchaser's Representations and Warranties: Statements of fact and assurances about the purchaser
10. Pre-Completion Obligations: Parties' obligations between signing and completion
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Confidentiality: Obligations regarding transaction and company information
13. Governing Law and Jurisdiction: Philippine law as governing law and dispute resolution provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Foreign Ownership Compliance: Required when the purchaser is foreign and the company operates in a regulated industry
3. Board Composition: Included when the purchase involves changes to board membership
4. Non-Competition: Added when seller restrictions are required post-completion
5. Staged Completion: Used for transactions with multiple closing dates
6. Bank Financing: Included when the purchase is funded through bank loans
7. Employee Matters: Required when the transaction affects key employees or employment arrangements
1. Share Details: Details of the shares being sold including share certificates and share transfer forms
2. Company Information: Key corporate details, assets, and liabilities of the company
3. Disclosure Schedule: Exceptions and qualifications to the representations and warranties
4. Required Consents: List of third-party and regulatory approvals needed
5. Encumbrances: Details of any existing liens or encumbrances on the shares
6. Corporate Documents: Copies of key corporate documents and certificates
7. Completion Checklist: List of documents and actions required at completion
8. Purchase Price Calculations: Detailed breakdown of purchase price adjustments and calculations
Authors
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Telecommunications
Professional Services
Agriculture
Mining
Construction
Transportation
Education
Legal
Finance
Corporate Secretarial
Compliance
Corporate Development
Risk Management
Investment
Treasury
Tax
Board of Directors
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Banker
Corporate Lawyer
Compliance Officer
Business Development Director
Mergers & Acquisitions Manager
Financial Controller
Investment Director
Board Director
Managing Director
Corporate Finance Manager
Risk Manager
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