The Equity Interest Purchase Agreement is a crucial document used in Indian corporate transactions to facilitate the transfer of ownership in a company through the sale and purchase of shares. It is essential when acquiring or divesting equity stakes in private or public companies, whether for complete or partial ownership transfers. The agreement must comply with Indian legal requirements, including the Companies Act, 2013, securities laws, and foreign exchange regulations (if foreign investors are involved). It typically includes comprehensive details about the transaction structure, valuation, warranties, indemnities, and conditions precedent. The document is particularly important for protecting both buyers' and sellers' interests by clearly defining their rights, obligations, and the process for completing the share transfer. It also addresses regulatory compliance, tax implications, and post-completion commitments.
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1. Parties: Identification of buyer, seller, and the target company with complete legal names and addresses
2. Background: Context of the transaction, including current ownership structure and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including technical and financial terms
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Completion: Process and mechanics for closing the transaction, including timing and deliverables
7. Seller's Warranties: Representations and warranties regarding the shares, seller's capacity, and target company
8. Buyer's Warranties: Representations and warranties regarding buyer's capacity and authority
9. Pre-Completion Obligations: Parties' obligations between signing and completion
10. Post-Completion Obligations: Ongoing obligations after completion
11. Indemnification: Indemnity provisions for breach of warranties or other obligations
12. Confidentiality: Provisions regarding confidential information and public announcements
13. Notices: Process and details for formal communications between parties
14. Governing Law and Jurisdiction: Choice of Indian law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales
2. Drag-Along Rights: Include when majority shareholders want the right to force minority holders to join in a sale
3. Non-Compete and Non-Solicit: Include when seller needs to be restricted from competing or soliciting employees
4. Earn-Out Provisions: Include when part of purchase price is contingent on future performance
5. Foreign Investment Compliance: Include when foreign buyers are involved, addressing FEMA compliance
6. Tax Indemnity: Include when specific tax risks need separate treatment from general indemnities
7. Employee Matters: Include when transaction affects key employees or employment terms
8. Intellectual Property Rights: Include when IP assets are significant to the transaction value
9. Real Estate Matters: Include when company owns significant real estate assets
10. Third Party Consents: Include when specific third-party approvals are required
1. Details of Sale Shares: Complete description of shares being transferred including share certificate numbers
2. Disclosure Schedule: Exceptions and qualifications to the warranties
3. Company Information: Detailed information about the target company including corporate records
4. Financial Statements: Recent financial statements of the target company
5. Material Contracts: List and copies of important contracts of the target company
6. Intellectual Property: Details of IP rights owned or used by the company
7. Properties: Details of real estate and major assets owned by the company
8. Employee Information: Details of key employees and benefit plans
9. Pending Litigation: Details of ongoing legal proceedings
10. Completion Checklist: List of all documents and actions required for completion
11. Form of Transfer Deed: Template for share transfer forms required under Indian law
12. Corporate Authorizations: Required board and shareholder resolutions
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