The Share Subscription Agreement And Share Purchase Agreement is a crucial document used in Indian corporate transactions where an investor seeks to acquire stake in a company through a combination of newly issued shares and purchase of existing shares. This hybrid agreement is commonly used in private equity investments, venture capital funding rounds, and strategic investments where the investor wants to achieve a specific shareholding percentage through multiple methods. The document must comply with Indian corporate law framework, particularly the Companies Act, 2013, securities regulations, and foreign exchange laws if foreign investors are involved. It typically includes detailed provisions about share valuation, payment mechanisms, representations and warranties, conditions precedent, and post-closing covenants. The agreement is particularly important for maintaining clarity between multiple parties and ensuring smooth execution of complex share transactions.
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1. Parties: Details of the Company, Existing Shareholders (Sellers), and Investor/Purchaser
2. Background: Recitals explaining the company's current share capital, business nature, and transaction rationale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Subscription: Terms of new shares subscription including number, class, and price of shares
5. Share Purchase: Terms of purchase of existing shares including number, class, and price
6. Consideration and Payment Terms: Details of payment mechanics, timing, and any escrow arrangements
7. Conditions Precedent: Conditions to be satisfied before closing including corporate and regulatory approvals
8. Closing: Mechanics and obligations for completion of the transaction
9. Representations and Warranties: Statements of fact and assurances from all parties
10. Covenants: Pre-closing and post-closing obligations of the parties
11. Indemnification: Rights and obligations regarding compensation for losses due to breach
12. Term and Termination: Duration of agreement and circumstances allowing termination
13. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment
1. Tag-Along Rights: Include when minority shareholders need protection in future share sales
2. Drag-Along Rights: Include when majority shareholders need right to force minority to join in sale
3. Anti-dilution Protection: Include for investor protection against future down rounds
4. Board Composition: Include when investor is getting board representation rights
5. Information Rights: Include when investors require specific reporting and inspection rights
6. FEMA Compliance: Include for foreign investors to ensure compliance with foreign exchange laws
7. Non-compete and Non-solicit: Include when restrictions on founders/sellers are required
8. Lock-in Provisions: Include when shares need to be locked in for certain period
1. Capital Structure: Pre and post-transaction shareholding pattern
2. Subscription Shares Details: Detailed description of new shares being issued
3. Sale Shares Details: Detailed description of existing shares being transferred
4. Conditions Precedent Checklist: List of all conditions to be satisfied before closing
5. Warranties: Detailed warranties given by the Company and Sellers
6. Disclosure Schedule: Exceptions and qualifications to the warranties
7. Material Contracts: List of important contracts of the Company
8. Intellectual Property: Details of Company's IP rights and registrations
9. Closing Checklist: List of documents and actions required at closing
10. Form of Corporate Documents: Templates of board resolutions, share certificates, etc.
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