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Share Sale Agreement
"I need a Share Sale Agreement for the sale of 100% of shares in my technology startup to a foreign investor, with completion planned for March 2025, including specific provisions for intellectual property protection and key employee retention."
1. Parties: Identifies the seller(s), buyer(s) and company whose shares are being sold
2. Background: Sets out the context of the transaction and ownership structure
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Sale and Purchase: Core agreement to sell and purchase the shares
5. Purchase Price: Specifies the consideration and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion occurs
7. Pre-completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's warranties about the company and shares
10. Limitations on Claims: Limitations on warranty claims and seller liability
11. Confidentiality: Obligations regarding transaction and company information
12. Announcements: Requirements for public statements about the transaction
13. Costs and Stamp Duty: Allocation of transaction costs and duties
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses
16. Governing Law and Jurisdiction: Specifies applicable law and courts
1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or earnouts
2. Tax Indemnity: Specific tax indemnities beyond general warranties
3. Non-competition: Restrictions on seller's competing activities post-completion
4. Break Fee: Fee payable if transaction fails in specified circumstances
5. Escrow Arrangements: Terms for holding funds in escrow for claims
6. Employee Matters: Specific provisions regarding key employees or management
7. Intellectual Property: Special provisions for valuable IP assets
8. Third Party Consents: Process for obtaining required third party approvals
9. Foreign Investment Approval: FIRB approval process if foreign buyers involved
10. Guarantee: Parent company or other guarantees of buyer obligations
1. Details of the Company: Corporate information, share capital structure
2. Conditions Precedent: Detailed list of conditions precedent
3. Warranties: Comprehensive warranties about the company and business
4. Properties: Details of company's real estate assets
5. Material Contracts: List and details of key contracts
6. Intellectual Property: Schedule of IP rights owned or licensed
7. Employees: Key employment terms and arrangements
8. Completion Requirements: Detailed completion checklist and deliverables
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Permitted Leakage: Agreed exceptions to pre-completion conduct restrictions
11. Data Room Index: Index of due diligence materials provided
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Construction
Mining
Agriculture
Education
Transport and Logistics
Media and Entertainment
Energy and Utilities
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board of Directors
Executive Leadership
Company Secretariat
Tax
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Counsel
Company Secretary
Head of Mergers & Acquisitions
Investment Director
Corporate Development Manager
Finance Director
Transaction Manager
Due Diligence Manager
Risk Manager
Compliance Officer
Business Development Director
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