The Share Purchase Agreement serves as the primary transaction document in share acquisitions under U.S. law. It is used when a shareholder wishes to sell their ownership stake in a company to another party. The agreement typically includes detailed provisions about the transaction structure, price adjustments, representations about the company's condition, warranties about the shares' ownership, and various protections for both parties. It must comply with federal securities laws, applicable state regulations, and may require regulatory approvals depending on the transaction size and industry.
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1. Parties: Identifies all parties to the agreement, including their legal names, addresses, and registration details
2. Background/Recitals: Sets out the context and purpose of the agreement, including basic information about the company and shares being purchased
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will take place, including conditions precedent
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Indemnification: Protection mechanisms for breaches of warranties or other obligations
8. Governing Law and Jurisdiction: Specifies applicable law and courts for dispute resolution
1. Pre-Completion Covenants: Obligations between signing and completion - used when there's a gap between signing and completion
2. Post-Completion Covenants: Ongoing obligations after completion - used when ongoing commitments are required
3. Employee Matters: Provisions relating to employees - used when employee arrangements need to be addressed
4. Non-Competition: Restrictions on seller's future activities - used when protecting business interests post-sale
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates
2. Schedule 2 - Company Information: Corporate details, subsidiaries, financial statements
3. Schedule 3 - Warranties: Detailed warranties about the company and business
4. Schedule 4 - Disclosure Letter: Exceptions to warranties
5. Schedule 5 - Properties: Details of real estate owned or leased
6. Schedule 6 - Material Contracts: List and copies of key agreements
7. Schedule 7 - Intellectual Property: Details of IP rights owned or licensed
8. Schedule 8 - Completion Obligations: List of actions required at completion
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