Share Purchase Agreement
Share Purchase Agreement
Share Purchase Agreement
AND
Sellers, Purchasers and the Company is hereinafter individually referred to as a “Party” and collectively
as the “Parties”.
WHEREAS:
D. The Seller group as defined in Schedule-I is the registered and beneficial shareholder of 1,00,000
fully paid up equity shares having a face value of INR 10/- (Indian Rupees Ten only) each
(hereinafter referred to as the “Sale Shares”). The details of the said Sale Shares have been
provided at Schedule I of this Agreement.
E. The Purchaser is engaged in the similar line of business activities and wish to acquire the
Company in order to expand its business activities.
F. The Purchasers have approached the Seller with an intention to acquire the 100% shares of the
Company in order to carry on the business activities and operations as per the Memorandum of
Association of the Company;
G. The Parties now hereby mutually desire to enter into this Agreement in order to set forth their
mutual understanding related to, and the terms and conditions of, the aforesaid purchase by
the Purchasers of the Sale Shares (hereinafter referred to as “Proposed Transaction”).
As used in this Agreement the following capitalized terms shall have the following respective
meanings:
“Law” means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree,
bye-law, government approval, directive, guideline, requirement or other governmental restriction,
or any similar form of decision of, or determination by, or any interpretation, policy or
administration, having the force of law of any of the foregoing, by any authority having jurisdiction
over the matter in question, whether in effect on the date of this Agreement or thereafter.
“Person” means any natural person, limited or unlimited liability company, corporation, partnership
(whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association,
government or any agency or political subdivision thereof or any other entity or organization.
“Execution Date” means the date on which this Agreement is signed and executed.
1.2. Interpretation
a. The headings and titles herein are used for convenience of reference only and shall not
affect the construction of this Agreement.
b. References to Schedules are references respectively to the schedules to this Agreement.
c. In this Agreement unless the context thereof otherwise requires:
i. Reference to the singular includes a reference to plural and vice versa;
ii. Reference to any gender includes a reference to all other genders;
iii. Reference to any statute, rules, ordinances or other Laws shall be deemed to
include any amendment, replacement or modification thereof.
d. Unless otherwise expressly stated, the words “herein”, “hereof”, and “hereunder” and
other words of similar import refer to this Agreement as a whole and not to any
particular Clause or other subdivision.
3. COMPLETION/CLOSING
3.1. After expiry of Six months from the execution date, the Purchaser shall immediately strive to
change the management and shareholding structure of the Company;
3.2. The Purchasers shall pay/remit the Purchase Price to the Sellers, as per the above clause 2.3;
3.3. The existing management shall hold a Board Meeting to execute and record the share transfer
and shall make necessary arrangements for the appointment of new directors;
3.4. Necessary filings shall be made with the Registrar of Companies to intimate the changes in
Management and shareholding of the Company under the provisions of the Companies Act,
2013.
3.5. Pursuant to the completion of the requirements of sub-clause (a to d) above, the Company
shall further update the statutory registers to record the change in composition of the board of
directors and the transfer of the legal and beneficial owner of the Sale Shares, and shall return
duly endorsed original share certificates to the Purchasers.
3.6. Notwithstanding the actual time periods involved in completing the above process, all
proceedings to be taken and all documents to be executed and delivered by the Purchasers,
Sellers and the Company shall be deemed to have been taken and executed simultaneously.
5. INDEMNITY
5.1. Subject to occurrence of the completion/closing under this Agreement, the
Purchasers(“Indemnifying Persons”), jointly and severally undertakes to indemnify and save the
Sellers, Company and its directors, officers, servants, agents and employees (“Indemnified
Persons”) harmless from and against all claims, liabilities, actions, proceedings, demands,
losses, costs, taxes, damages and expenses whatsoever which may be brought against or
suffered by the Indemnified Persons or which it or they may sustain, pay or incur, as a direct
result of any matter or thing arising out of, resulting from, attributable to or connected with the
business operations or sale/transfer of the Sale Shares from the date of execution of this
Agreement till the time shares are fully transferred to the purchasers.
6. CONFIDENTIALITY
6.1. All Confidential Information (defined below) disclosed by either Party shall be kept strictly
confidential and shall not be disclosed by the other Party to any person or entity in any manner
whatsoever, including, without limitation, by means of photocopy, reproduction or electronic
media, except as may be expressly provided in this Agreement, and the receiving Party shall
take all proper measures to this effect.
6.2. The prohibition on disclosure of the Confidential Information shall not apply to the extent such
of the Confidential Information:
6.2.1.is already known to the receiving Party as of the date of disclosure hereunder;
6.2.2.is already in possession of the public or becomes available to the public other than
through the act or omission of the receiving Party or of any other person to whom
Confidential Information is distributed pursuant to this Agreement;
6.2.3.is required to be disclosed under applicable Law, stock exchange regulations or by a
governmental order, decree, regulation or rule (provided that the receiving Party shall
make all reasonable efforts to give prompt written notice to the disclosing Party prior to
such disclosure);
6.2.4.is acquired independently from a third party that has the right to disseminate such
information at the time it is acquired by the receiving Party; or
6.2.5.is developed by the receiving Party independently of the Confidential Information received
from the disclosing Party.
6.3 For the purpose of this Agreement, the term “Confidential Information” shall mean all
confidential and proprietary information of a Party and information relating to the existence
and terms of this Agreement or any other information which under the circumstances of its
disclosure ought to be treated as confidential or is notified as being confidential by the Party
disclosing such other information.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day, month and year
above first written.
Witness 1:
Sign: _______________________
Name:
Witness 2:
Sign: _______________________
Name:
Schedule I