The Common Stock Purchase Agreement is a critical document used in Philippine corporate transactions when transferring ownership of common shares between parties. It is essential for both private and public company transactions, though public company transfers may require additional regulatory compliance. The agreement must align with the Revised Corporation Code of the Philippines and Securities Regulation Code, particularly regarding share transfer restrictions, foreign ownership limitations, and disclosure requirements. This document typically includes detailed provisions about the number of shares being sold, purchase price, payment terms, representations and warranties, and closing conditions. It's commonly used in various scenarios including investment rounds, exit transactions, or strategic corporate restructuring, and must incorporate specific Philippine legal requirements for share transfers, including necessary corporate approvals and tax considerations.
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1. Parties: Identifies and provides full legal details of the seller(s) and purchaser(s) of the common stock
2. Background: Describes the context of the transaction, including details about the company whose shares are being sold
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase of Shares: Details the number of shares being sold, price per share, and total purchase price
5. Purchase Price and Payment Terms: Specifies payment method, timing, and any installment arrangements
6. Closing: Sets forth the closing date, delivery requirements, and closing conditions
7. Representations and Warranties of Seller: Seller's assertions about ownership, authority to sell, and status of shares
8. Representations and Warranties of Purchaser: Purchaser's assertions about authority, financial capacity, and investment intent
9. Covenants: Ongoing obligations of the parties before and after closing
10. Conditions Precedent: Conditions that must be satisfied before closing
11. Termination: Circumstances under which the agreement may be terminated
12. Indemnification: Obligations to protect against losses from breaches or misrepresentations
13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes
14. Miscellaneous: Standard provisions including notices, amendments, severability, and entire agreement
1. Tag-Along Rights: Include when minority shareholders need protection to participate in share sales
2. Drag-Along Rights: Include when majority shareholders want the right to force minority participation in a sale
3. Board Seat Provisions: Include when the purchase includes rights to board representation
4. Non-Competition: Include when seller needs to be restricted from competing post-sale
5. Foreign Ownership Compliance: Include when purchaser is foreign and industry has ownership restrictions
6. Tax Matters: Include when special tax arrangements or obligations need to be addressed
7. Earn-Out Provisions: Include when part of purchase price is contingent on future performance
1. Schedule A - Share Details: Detailed description of shares being sold, including share certificates numbers and dates
2. Schedule B - Company Information: Key corporate information including capitalization table and financial statements
3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties
4. Schedule D - Required Consents: List of third-party consents needed for the transaction
5. Appendix 1 - Form of Share Transfer Documents: Template documents for effecting the share transfer
6. Appendix 2 - Corporate Authorizations: Copies of board resolutions and other corporate approvals
7. Appendix 3 - Payment Instructions: Detailed banking and payment transfer information
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