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Share Purchase Agreement As Per Companies Act 2013

5.1 Subject to the conclusion or conclusion of this Agreement, buyers (“indemnifying”) jointly and severally agree to exempt and rescue the sellers, the company and its directors, officers, agents, representatives and employees (“indemnified persons”) from all claims, debts, actions, proceedings, claims, losses, costs, taxes, damages and expenses, the date of performance of the contract until the date of full transfer of the shares to the buyers, from the date of performance of the contract until the date of full transfer of the shares to the buyers. f. All taxes on capital gains and/or other taxes incurred by the seller, bank charges, penalties related to the closure of the share transfer process are the responsibility of the buyer. c. The former management holds a meeting of the board of directors to carry out and register the transfer of the shares and makes the necessary arrangements for the appointment of new members of the management of the company; 2.5 On the date of performance of this Agreement, Sellers will provide Buyers with unused takedown declarations, unused Deeds of Assignment of Shares (Form SH-4), Share Seizure Agreement, and Buyers shall provide relevant details of the proposed directors and shareholders to modify the management and execute the transfer of shares of the Business. The agreement talks about the right of minority shareholders. It defines the rights of shareholders, what responsibilities, privileges and protections it has. Under Indian law, a shareholders` agreement is not mandatory, but it is mandatory, as it is a contractual agreement. Minority shareholders are shareholders who hold less than 50% of the company`s shares. Most of the time, the main actors of the company are the founders and promoters of the company. The crucial and vital decisions of the company are made only by them. In such scenarios, it is very important that the minority shareholders of the company have a protective shield that protects their interests.

It will require that the shareholders` agreement contain clauses ensuring that money invested by a shareholder in a company is not taken for other purposes. d. The necessary submissions must be filed with the Registrar of Companies in order to inform of changes to the management and holding of shares of the company in accordance with the provisions of the Companies Act 2013. When a company raises its capital by issuing shares, the company usually enters into the shareholders` agreement and share subscription agreement with the company`s investors. Whenever a company wishes to raise its capital by selling the stake of the current promoters of the company, the company concludes in this case a share purchase agreement. one. Except as otherwise provided in this Agreement, none of the rights or obligations under this Agreement shall be assigned or transferred without the prior written consent of the other parties, provided that Buyers have the right to appoint one of their agents for the purchase of the Sale Shares by the Sellers under this Agreement. e. In accordance with the requirements of the previous sale clause (a) to d), the Company continues to update the legal records to note the change in the composition of the Board of Directors and the transfer of the legal and effective ownership of the sale shares, and returns to the purchasers duly subordinated original share certificates.

5- It helps companies to keep an overview of shareholders and involve them in their decision-making process. This Agreement constitutes the entire agreement between the Parties with respect to the sale and purchase of the Sale Shares and supersedes all prior communications, negotiations and obligations, whether oral or written, between the Parties with respect to the subject matter of the Contract. . . .