This Share Purchase Agreement (“Agreement”) is made and entered into on this __________ day of ______, 20, (the “Effective Date”) between [Seller Name], a company incorporated under the laws of India, having its registered office at [Seller Address] (hereinafter referred to as the “Seller”), and [Buyer Name], a company incorporated under the laws of India, having its registered office at [Buyer Address] (hereinafter referred to as the “Buyer”).
WHEREAS, the Seller owns and holds [Number] shares representing [Percentage]% of the total share capital of [Company Name], a company incorporated under the laws of India (hereinafter referred to as the “Company”);
WHEREAS, the Buyer desires to purchase the said shares from the Seller, and the Seller is willing to sell the same, subject to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Seller and the Buyer (collectively referred to as the “Parties”) agree as follows:
Sale and Purchase of Shares
1.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Buyer agrees to purchase [Number] shares representing [Percentage]% of the total share capital of the Company (the “Shares”) for a total consideration of [Amount] (the “Purchase Price”).
1.2 The Purchase Price shall be paid by the Buyer to the Seller as follows:
(a) [Amount] on the Effective Date by way of bank transfer to the Seller’s designated bank account; and
(b) The remaining balance of [Amount] within [Number] days of the Effective Date.
Representations and Warranties
2.1 The Seller represents and warrants that:
(a) The Seller is the legal and beneficial owner of the Shares, free and clear of any liens, encumbrances, or claims;
(b) The Seller has the full power and authority to sell and transfer the Shares to the Buyer;
(c) The execution, delivery, and performance of this Agreement by the Seller do not violate any agreement, law, or regulation applicable to the Seller.
2.2 The Buyer acknowledges that it has conducted its due diligence on the Company and the Shares and accepts them in their present condition.
Closing and Transfer of Shares
3.1 The closing of the purchase and sale of the Shares (the “Closing”) shall take place within [Number] days of the Effective Date, or such other date as mutually agreed upon by the Parties.
3.2 At the Closing, the Seller shall deliver to the Buyer the duly endorsed share certificates representing the Shares, along with all necessary documents for the transfer of the Shares in accordance with the applicable laws and regulations.
Governing Law and Jurisdiction
4.1 This Agreement shall be governed by and construed in accordance with the laws of India.
4.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [City], India.
5.1 The Parties agree to keep confidential all information obtained during the course of negotiations and the performance of this Agreement, except as required by law or with the prior written consent of the other Party.
6.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and understandings, whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have executed this Share Purchase Agreement as of the Effective Date first above written.