Share purchase agreement (SPA) generator
A simplified SPA covering subscription, consideration, representations & warranties, indemnity, and closing conditions. Have a lawyer review — this is the binding definitive document, not a term sheet.
{{org_name}}
Share Purchase Agreement
This Share Purchase Agreement (the “Agreement”) is entered into as of the date first written above by and between {{org_name}} (CIN: {{cin}}), a company incorporated under the laws of India (the “Company”), and {{buyer_name}}, having its registered office at {{buyer_address:multi}} (the “Purchaser”).
1. Sale and Purchase. Subject to the terms hereof, the Company agrees to issue and allot, and the Purchaser agrees to subscribe to, {{num_shares}} shares of {{share_class}} stock (the “Subscription Shares”) at a price of {{price_per_share}} per share, for an aggregate consideration of {{total_consideration}} (the “Subscription Amount”).
2. Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place on {{closing_date:date}}, subject to the satisfaction or waiver of the conditions set out in Section 3.
3. Conditions to Closing. The obligations of the Purchaser to consummate the Closing are subject to:
- (a) Receipt of all necessary corporate, regulatory and statutory approvals;
- (b) Execution of the Shareholders Agreement and amended Articles of Association;
- (c) Satisfactory completion of legal, financial and commercial due diligence;
- (d) No material adverse change in the business of the Company between the date of this Agreement and the Closing;
- (e) Representations and warranties of the Company being true and correct as of the Closing.
4. Payment. {{payment_terms}}.
5. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that:
- (a) It is duly organised, validly existing and in good standing under the laws of India;
- (b) It has full corporate power and authority to enter into this Agreement and to issue the Subscription Shares;
- (c) The Subscription Shares, upon issuance, will be duly authorised, validly issued, fully paid and non-assessable, free of any encumbrance;
- (d) The capitalisation of the Company is as set forth in Schedule A (cap table);
- (e) The Company is not in default under any material contract;
- (f) The Company owns all intellectual property necessary to conduct its business;
- (g) The Company has filed all required tax returns and paid all taxes due.
6. Representations and Warranties of the Purchaser. The Purchaser represents that it has the legal capacity to enter into this Agreement, is acquiring the Subscription Shares for its own account, and is an accredited investor within the meaning of applicable securities law.
7. Indemnity. The Company shall indemnify and hold harmless the Purchaser from and against any losses arising out of a breach of the representations and warranties hereunder, subject to a cap of {{indemnity_cap}} of the Subscription Amount, with such obligations surviving for a period of {{survival}}.
8. Confidentiality. Each party shall hold the existence and terms of this Agreement in confidence, save for disclosures required by law or to its professional advisers on a need-to-know basis.
9. Governing Law & Dispute Resolution. This Agreement shall be governed by the laws of India. Any disputes arising hereunder shall be referred to arbitration under the Arbitration and Conciliation Act, 1996.
10. Entire Agreement. This Agreement, together with the Shareholders Agreement and Schedules, constitutes the entire agreement between the parties with respect to the subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
COMPANY: {{org_name}}
PURCHASER: {{buyer_name}}