Stock Purchase Agreement Philippines

The purchase price of all shares acquired under this Agreement is payable in cash or by cheque to the selling shareholder. For listed companies, the SRC imposes specific information on shareholders and the SEC in the event of a change in control, acquisition or substantial disposal of assets. Disclosure includes the date and nature of the acquisition, the nature and consideration, the purpose and parties to the transaction. Similarly, any intention to acquire at least 15% of the stake of a listed company or a capital company holding at least 50 million pesos and 200 shareholders of at least 100 shares each or intending to acquire at least 30% of such equity over a twelve-month period must submit a takeover offer to shareholders by filing a valid statement with the SEC and through the public. the establishment of important information concerning the transaction. Bank mergers are subject to approval by the Philippine central bank and merged or consolidated banks should consult with them before entering into a merger or consolidation agreement. Similarly, the authorization of the National Telecommunications Commission (NTC) is required when the transfer or sale of shares in a telecommunications company leads the buyer to hold more than 40% of the subscribed share capital of the telecommunications company. In the Philippines, deposits and treuhand are typically used during the transition period (between the date of signature and the full implementation of the merger or acquisition) to secure the buyer`s investment. A portion of the purchase price may also be „held“ or deposited in trust for specified periods after closing to address potential issues (e.g.B.

contingent liabilities, taxes often possible). As a general rule, a breach of the covenants prior to the covenants by the seller may constitute a ground for termination of the contract or indemnification of the buyer by the seller in an amount equivalent to that which may reasonably arise or be imposed on the buyer as a result of the breach of these covenants. The obligations or consequences of complying with closing conditions vary according to the needs of the parties. In an ordinary share purchase agreement, these conditions of conclusion constitute an absolute obligation of any party to obtain or provide such conditions, and non-performance of any of these conditions is grounds for termination of the contract or indemnification. . . .