A Share Acquisition Agreement is a crucial document used in corporate transactions in the Philippines when one party (the buyer) wishes to acquire ownership of shares in a company from another party (the seller). This agreement is essential for documenting the terms and conditions of share transfers and must comply with Philippine corporate and securities laws, including the Revised Corporation Code and Securities Regulation Code. The document becomes particularly important in cross-border transactions where foreign ownership restrictions under Philippine law must be considered. It typically includes detailed provisions on purchase price mechanics, conditions precedent, warranties, and completion requirements, all structured to ensure compliance with Philippine regulatory requirements and market practice. The agreement is commonly used in mergers and acquisitions, corporate restructuring, and investment transactions in the Philippines.
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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, description of the target company, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, share class, and purchase price
5. Purchase Price and Payment: Detailed payment terms, payment method, and any adjustments to the purchase price
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Completion: Details of the completion process, timing, and deliverables required at completion
8. Seller's Warranties: Warranties regarding the shares, target company, and seller's capacity to sell
9. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and announcements
12. Tax Matters: Allocation of tax liabilities and responsibilities
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition: Include when restricting seller from competing with the target company
3. Employee Matters: Required when there are specific arrangements regarding key employees
4. Intellectual Property Rights: Important when the target company has significant IP assets
5. Environmental Matters: Necessary for companies with environmental risks or obligations
6. Real Property: Include when the target company owns significant real estate assets
7. Foreign Investment Compliance: Required when the buyer is a foreign entity
8. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
1. Details of the Target Company: Corporate information, shareholding structure, and capital structure
2. Shares Being Transferred: Detailed description of the shares being sold
3. Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments
4. Warranties: Comprehensive list of seller's warranties
5. Disclosed Matters: Exceptions and qualifications to the warranties
6. Properties: List of real properties owned or leased by the target company
7. Material Contracts: List of important contracts of the target company
8. Intellectual Property: Schedule of IP rights owned or licensed by the target company
9. Required Consents: List of third-party and regulatory consents required
10. Completion Deliverables: List of documents and items to be delivered at completion
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