A Share Purchase Agreement Between Two Individuals is essential when one person wishes to sell their shareholding in a company to another individual. This document is commonly used in the United States for private company transactions, particularly in small businesses, startups, and family-owned companies. The agreement covers crucial elements such as share valuation, payment terms, warranties about share ownership, and compliance with securities regulations. It's designed to protect both parties while ensuring the transaction meets all legal requirements under U.S. federal and state laws.
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1. Parties: Identifies the seller and purchaser of the shares, including full legal names and addresses
2. Background/Recitals: Sets out the context of the transaction and basic information about the shares being sold
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will take place
6. Seller's Warranties: Basic warranties about share ownership and authority to sell
7. Governing Law: Specifies applicable law and jurisdiction
1. Conditions Precedent: Conditions that must be met before completion - used when there are specific requirements that must be fulfilled before the sale can complete
2. Due Diligence: Buyer's right to investigate company records - used for larger transactions or when buying significant shareholdings
3. Non-compete Provisions: Restrictions on seller's future activities - used when seller has significant company knowledge or customer relationships
4. Tax Indemnities: Specific tax-related warranties and indemnities - used for larger transactions or complex tax situations
1. Share Certificate Details: Copy or details of share certificates being transferred
2. Company Information: Basic details about the company whose shares are being sold
3. Transfer Form: Standard share transfer form
4. Disclosure Letter: Seller's disclosures against warranties - typically included when extensive warranties are given
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