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Common Stock Purchase Agreement

Common Stock Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

Common Stock Purchase Agreement

"I need a Common Stock Purchase Agreement for acquiring 25% of shares in a private Canadian technology company, with standard representations and warranties and a closing date of March 15, 2025."

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Document background
The Common Stock Purchase Agreement is a fundamental document used in Canadian corporate transactions when one party wishes to sell and another party wishes to purchase common shares in a corporation. This agreement is essential for both private and public companies, though its specific requirements may vary depending on the corporation's status and applicable securities regulations. The document typically includes detailed information about the transaction structure, purchase price, payment terms, representations and warranties, and closing conditions. It must comply with various Canadian legal frameworks, including the Canada Business Corporations Act, provincial securities legislation, and relevant regulatory requirements. This agreement is particularly important for documenting ownership changes, ensuring proper transfer of rights, and establishing clear obligations and protections for all parties involved in the share transaction.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the corporation whose shares are being sold

2. Background: Recitals explaining the context of the transaction and the parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including number of shares, price per share, and aggregate purchase price

5. Closing: Details of when, where, and how the transaction will close, including conditions precedent

6. Representations and Warranties of the Seller: Seller's statements regarding ownership, authority to sell, and share status

7. Representations and Warranties of the Purchaser: Purchaser's statements regarding authority, financial capacity, and investment sophistication

8. Covenants: Ongoing obligations of the parties before and after closing

9. Indemnification: Terms for compensating parties for breaches or losses

10. Survival: Which provisions survive after closing and for how long

11. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

Optional Sections

1. Regulatory Compliance: Required when the transaction needs specific securities law compliance or regulatory approvals

2. Right of First Refusal: Include when existing shareholders have pre-emptive rights or when new rights are being created

3. Tag-Along Rights: Include when minority shareholders need protection in case of future sales

4. Drag-Along Rights: Include when majority shareholders want the right to force minority participation in future sales

5. Share Restrictions: Include when there are restrictions on transfer or ownership of the shares

6. Board Representation: Include when the purchase includes rights to board seats

7. Registration Rights: Include for private companies that may go public in the future

Suggested Schedules

1. Schedule A - Share Certificate Details: List of share certificate numbers and details of shares being transferred

2. Schedule B - Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

3. Schedule C - Closing Deliverables: List of all documents and items to be delivered at closing

4. Schedule D - Disclosed Matters: Exceptions to representations and warranties

5. Schedule E - Required Consents: List of third-party consents required for the transaction

6. Appendix 1 - Form of Share Certificate: Template of the share certificate to be issued

7. Appendix 2 - Corporate Resolutions: Required corporate approvals and resolutions

8. Appendix 3 - Legal Opinion: Form of legal opinion to be delivered at closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Mining

Retail

Professional Services

Agriculture

Transportation

Telecommunications

Entertainment

Education

Construction

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Compliance

Treasury

Corporate Secretariat

Investment Relations

Risk Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Counsel

Investment Manager

Corporate Development Manager

Financial Controller

Board Director

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Attorney

Securities Lawyer

Transaction Advisory Manager

Due Diligence Specialist

Stock Transfer Administrator

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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