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Shareholder Purchase Agreement
"I need a Shareholder Purchase Agreement for the sale of 40% minority stake in a Canadian technology startup, with specific provisions for intellectual property protection and an earn-out mechanism based on the company's performance over the next three years."
1. Parties: Identification of the seller(s), purchaser(s), and the corporation whose shares are being sold
2. Background: Context of the transaction, including current ownership structure and reason for the sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including number of shares, purchase price, and class of shares
5. Purchase Price and Payment: Detailed breakdown of consideration and payment terms
6. Closing: Timing and mechanics of the transaction closing
7. Conditions Precedent: Conditions that must be satisfied before closing
8. Representations and Warranties of the Seller: Seller's statements about the shares, company, and authority to sell
9. Representations and Warranties of the Purchaser: Purchaser's statements about authority and capacity to purchase
10. Covenants: Ongoing obligations of the parties
11. Indemnification: Protection against losses from breaches or misrepresentations
12. Termination: Circumstances under which the agreement can be terminated
13. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, used when seller might compete with the business
2. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based transactions
3. Board Composition: Changes to board structure post-transaction, relevant for partial share sales
4. Shareholder Rights: Ongoing rights of parties if transaction results in continuing relationship
5. Employee Matters: Treatment of employees post-closing, relevant when transaction affects employment
6. Tax Matters: Specific tax structuring provisions, used for tax-sensitive transactions
7. Transition Services: Services provided by seller post-closing, used when continued seller involvement needed
1. Schedule A - Share Certificate Details: List of share certificates being transferred
2. Schedule B - Purchase Price Calculation: Detailed breakdown of purchase price components
3. Schedule C - Encumbrances: List of any liens or encumbrances on the shares
4. Schedule D - Corporate Information: Details of corporate structure and subsidiaries
5. Schedule E - Material Contracts: List of important contracts affecting share value
6. Schedule F - Intellectual Property: List of IP owned by the company
7. Schedule G - Outstanding Litigation: List of pending legal matters
8. Appendix 1 - Closing Documents: List of documents required at closing
9. Appendix 2 - Form of Resignation: Template for director/officer resignations if required
Authors
Technology
Manufacturing
Real Estate
Financial Services
Professional Services
Healthcare
Retail
Energy
Mining
Agriculture
Transportation
Media and Entertainment
Telecommunications
Construction
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Executive Leadership
Corporate Secretariat
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Banker
Financial Advisor
Managing Director
Board Member
Director of Finance
Chief Operating Officer
Business Development Manager
Mergers & Acquisitions Manager
Corporate Development Director
Compliance Officer
Tax Director
Company Secretary
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