A Stock Purchase Agreement Private Company is essential when transferring ownership of shares in a privately held company in the United States. This document is commonly used in mergers and acquisitions, investment rounds, or when shareholders exit their positions. It outlines critical elements such as share valuation, payment terms, representations and warranties, and risk allocation between parties. The agreement must comply with both federal securities laws and state-specific requirements, including Blue Sky Laws. It serves as the primary transaction document and often requires supporting documentation such as board resolutions, due diligence materials, and regulatory filings.
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1. Parties: Identification of buyer(s) and seller(s), including legal names and addresses
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of shares being sold, purchase price, and payment terms
5. Representations and Warranties of Seller: Seller's assertions about the company and shares
6. Representations and Warranties of Buyer: Buyer's assertions about capacity to purchase
7. Closing Conditions: Prerequisites for completing the transaction
8. Closing: Mechanics and timing of the transaction completion
1. Post-Closing Covenants: Additional obligations and requirements that parties must fulfill after the closing of the transaction
2. Employee Matters: Provisions dealing with employment agreements, benefits, and stock options for key employees
3. Tax Matters: Specific provisions regarding tax treatment, allocations, and indemnities
1. Disclosure Schedule: Detailed list of exceptions to representations and warranties made in the agreement
2. Capitalization Table: Detailed breakdown of the company's current ownership structure and securities
3. Financial Statements: Recent financial statements and reports of the company
4. Material Contracts: Schedule of significant agreements and contracts of the company
5. Intellectual Property Schedule: Comprehensive list of company's intellectual property assets
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