Share Purchase Agreement

SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT is made on [effective_date] BETWEEN [seller_name], residing/having its registered office at [seller_address] (the "Seller"); AND [buyer_name], residing/having its registered office at [buyer_address] (the "Buyer"). WHEREAS: A. [company_name], bearing CIN [company_cin] (the "Company"), is a company incorporated under the laws of India. B. The Seller is the legal and beneficial owner of [number_of_shares] shares of the Company, being [share_class] (the "Sale Shares"). C. The Seller has agreed to sell and the Buyer has agreed to purchase the Sale Shares on the terms of this Agreement. NOW IT IS AGREED AS FOLLOWS: 1. SALE AND PURCHASE 1.1 The Seller shall sell, and the Buyer shall purchase, the Sale Shares free from all encumbrances and together with all rights attaching to them, including the right to all dividends declared on or after the Completion Date. 1.2 The Sale Shares shall be transferred with full title guarantee. 2. CONSIDERATION 2.1 The consideration for the Sale Shares is Rs. [price_per_share] per share, aggregating to Rs. [total_consideration] (Rupees [consideration_in_words] only) (the "Consideration"). 2.2 The Consideration shall be paid by the Buyer to the Seller on the Completion Date by way of bank transfer to the account nominated by the Seller. 3. CONDITIONS PRECEDENT 3.1 Completion is conditional upon the following being satisfied or waived: [conditions_precedent] 3.2 In addition, completion is conditional upon: (a) the board of directors of the Company approving the transfer; (b) any consent required under the Company's articles of association, including waiver of any right of pre-emption, having been obtained; and (c) any regulatory approval required by law having been obtained. 3.3 If the conditions are not satisfied by the Completion Date, either party may terminate this Agreement by written notice without liability, save in respect of prior breach. 4. COMPLETION 4.1 Completion shall take place on [completion_date]. 4.2 At Completion the Seller shall deliver: (a) a duly executed and stamped share transfer form in Form SH-4 in respect of the Sale Shares; (b) the original share certificates, or evidence of transfer of dematerialised shares to the Buyer's demat account; (c) a certified copy of the board resolution approving the transfer; and (d) resignations of such directors as the Buyer has required. 4.3 At Completion the Buyer shall pay the Consideration. 4.4 The Company shall register the transfer and issue a share certificate to the Buyer within the period prescribed under Section 56 of the Companies Act, 2013. 5. SELLER'S WARRANTIES The Seller represents and warrants to the Buyer that, as at the date of this Agreement and at Completion: 5.1 The Seller is the sole legal and beneficial owner of the Sale Shares, and has full power and authority to sell them; 5.2 The Sale Shares are fully paid up and are free from all liens, charges, pledges, options, pre-emption rights and other encumbrances; 5.3 There is no agreement or arrangement under which any person is entitled to call for the issue or transfer of any share of the Company; 5.4 The Company is duly incorporated and validly existing, and its statutory registers and filings are up to date; 5.5 The Seller is not aware of any litigation, claim or proceeding pending or threatened against the Company that has not been disclosed to the Buyer; 5.6 No insolvency or winding-up proceeding has been commenced in respect of the Company or the Seller. 6. BUYER'S WARRANTIES The Buyer represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the funds used to pay the Consideration are from lawful sources. 7. INDEMNITY The Seller shall indemnify and hold the Buyer harmless against all losses, claims and expenses arising from any breach of the Seller's warranties, and from any liability of the Company relating to the period prior to Completion which has not been disclosed. 8. CONFIDENTIALITY AND ANNOUNCEMENTS Each party shall keep the terms of this Agreement confidential, and shall not make any announcement in respect of it without the other's prior written consent, save where disclosure is required by law or by a regulatory authority. 9. STAMP DUTY AND TAXES 9.1 Stamp duty on the transfer of the Sale Shares shall be payable as prescribed under the Indian Stamp Act, 1899, and shall be borne by the Buyer unless agreed otherwise. 9.2 Each party shall bear its own taxes arising from this transaction. The Buyer shall make any deduction of tax at source required by the Income-tax Act, 1961, and shall furnish the Seller with a certificate of such deduction. 10. GOVERNING LAW AND DISPUTE RESOLUTION 10.1 This Agreement is governed by the laws of India. 10.2 Disputes shall be referred to arbitration by a sole arbitrator appointed by mutual consent under the Arbitration and Conciliation Act, 1996, seated at [jurisdiction_city], proceedings in English. 10.3 Subject to the above, the courts at [jurisdiction_city] shall have exclusive jurisdiction. 11. GENERAL 11.1 This Agreement is the entire agreement between the parties on its subject matter. 11.2 No variation is effective unless in writing and signed by both parties. 11.3 Neither party may assign this Agreement without the other's written consent. 11.4 Each party shall bear its own costs of negotiating and executing this Agreement. 11.5 This Agreement may be executed in counterparts. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. FOR THE SELLER FOR THE BUYER [seller_name] [buyer_name] Name: Name: Designation: Designation: NOTE: The transfer of shares of an Indian company must be effected through a duly stamped instrument of transfer in Form SH-4 delivered to the company, in accordance with Section 56 of the Companies Act, 2013. Where either party is a non-resident, the transaction is additionally subject to the Foreign Exchange Management Act, 1999 and to the pricing guidelines and reporting requirements made under it.