The Company Share Purchase Agreement is essential for any transaction involving the transfer of company ownership through share sales in the United States. This document is used when shareholders wish to sell their stake in a company, whether partial or complete, to other parties. It provides comprehensive protection for both buyers and sellers by clearly defining the terms of the transaction, warranties, indemnities, and conditions precedent. The agreement must comply with both federal securities regulations and state-specific requirements, making it a complex but crucial document for corporate transactions.
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1. Parties: Identification of buyer(s), seller(s), and the company whose shares are being sold
2. Background: Context of the transaction and overview of the company structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics and timing of the transaction closing
7. Warranties: Seller's representations about the company and shares
8. Limitations on Claims: Restrictions on warranty claims and liability caps
1. Post-Completion Covenants: Ongoing obligations after closing, used when parties need continuing commitments
2. Non-Compete Provisions: Restrictions on seller's future activities, used to protect business value from competition
3. Earn-out Provisions: Additional payment mechanisms based on future performance, used when purchase price is contingent on future results
1. Share Details Schedule: Detailed information about the shares being transferred
2. Warranties Schedule: Detailed warranties about the company and its business
3. Disclosure Letter: Exceptions to warranties and disclosures
4. Company Information Schedule: Key corporate and financial information about the target company
5. Completion Obligations Schedule: Detailed steps for completion including required documents
6. Property Schedule: Details of company's real estate and material assets
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