The Share Sale Agreement is a fundamental document in Canadian corporate transactions, used when transferring ownership of a company through the sale of its shares. This agreement is essential for both private and public company transactions, though its application varies based on the size and nature of the deal. It must comply with Canadian federal laws such as the Canada Business Corporations Act and provincial securities regulations, while also addressing tax implications under the Income Tax Act. The document typically includes detailed provisions for purchase price mechanisms, warranties, indemnities, and closing conditions, reflecting Canadian market practice and legal requirements. It's particularly important in ensuring regulatory compliance, especially regarding securities transfer rules, foreign investment reviews (where applicable), and competition law considerations.
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1. Parties: Identification of the seller(s), buyer(s), and the target company
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including details of shares being sold and purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration, payment method, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Warranties: Seller's representations and warranties about the company and shares
10. Limitations on Claims: Limitations on warranty claims and seller's liability
11. Tax Matters: Tax-related warranties, indemnities, and obligations
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Further Assurance: Obligations to take further actions to give effect to the agreement
15. Assignment: Rights and restrictions regarding assignment of the agreement
16. Notices: Process for giving formal notices under the agreement
17. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
18. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction
1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or earn-out provisions
2. Non-Competition: Restrictions on seller's competing activities post-completion
3. Employee Matters: Specific provisions dealing with employees and employee benefits
4. Intellectual Property Rights: Special provisions for protection and transfer of IP rights
5. Real Property: Specific provisions dealing with real estate owned by the target company
6. Environmental Matters: Specific provisions dealing with environmental liabilities and compliance
7. Transitional Services: Arrangements for post-completion services provided by seller
8. Break Fee: Provisions for payment if the transaction fails to complete under certain circumstances
9. Escrow Arrangements: Terms for holding funds in escrow for warranty claims or adjustments
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Obligations: Detailed list of actions and deliverables required at completion
4. Warranties: Comprehensive list of seller's warranties
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP rights owned or licensed by the company
7. Material Contracts: List and details of important contracts
8. Employees: Information about employees, including key terms of employment
9. Completion Statement Format: Agreed format for completion accounts
10. Disclosed Documents: List of documents disclosed against the warranties
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