The Private Stock Purchase Agreement is essential for documenting private stock transfers in the United States. This agreement is commonly used when shareholders wish to sell their private company shares to other individuals or entities. It includes crucial details such as the number of shares being sold, purchase price, payment terms, and various representations and warranties from both parties. The document must comply with federal securities laws, including the Securities Act of 1933 and applicable state Blue Sky laws. It's particularly important for maintaining clear ownership records and ensuring legal compliance in private company transactions.
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1. Parties: Identification of buyer(s) and seller(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for sale
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of shares being sold, including quantity, class, and price
5. Purchase Price and Payment Terms: Amount, payment method, and timing of payment
6. Representations and Warranties of Seller: Seller's assertions about ownership, authority to sell, and share status
7. Representations and Warranties of Buyer: Buyer's assertions about authority and ability to purchase
8. Closing Conditions: Requirements that must be met before the transaction can close
9. Governing Law: Jurisdiction governing the agreement
1. Right of First Refusal: Terms giving existing shareholders priority to purchase shares. Include when company bylaws or existing agreements require it
2. Tag-Along Rights: Rights of minority shareholders to join in the sale. Include in transactions involving significant shareholders
3. Drag-Along Rights: Rights forcing minority shareholders to join the sale. Include in transactions involving majority shareholders
4. Non-Competition Clause: Restrictions on seller's future competitive activities. Include when seller has significant company knowledge or influence
1. Share Certificate: Copy of the share certificate(s) being transferred
2. Corporate Resolution: Board approval of the transaction
3. Disclosure Schedule: Detailed disclosures related to representations and warranties
4. Shareholder Consent: Written consent from other shareholders if required
5. Transfer Instructions: Instructions for recording transfer in company books
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