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Company Share Sale Agreement
"I need a Company Share Sale Agreement for the sale of 100% of shares in my tech startup to a larger corporation, with specific provisions for an earn-out structure and employee retention plans to be completed by March 2025."
1. Parties: Identification and details of the seller(s) and buyer(s)
2. Background/Recitals: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Closing mechanics and requirements
6. Seller's Warranties: Standard representations about the shares and company
7. Buyer's Warranties: Representations about buyer's capacity and authority
8. Confidentiality: Protection of sensitive information
9. Governing Law: Applicable jurisdiction and dispute resolution
1. Pre-Completion Conditions: Conditions that must be met before closing - used for complex transactions requiring regulatory approvals or third-party consents
2. Post-Completion Obligations: Ongoing commitments after closing - used when parties have continuing obligations
3. Non-Compete Provisions: Restrictions on seller's future activities - used when protecting business goodwill is crucial
4. Earn-Out Provisions: Additional payments based on future performance - used when price includes contingent payments
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Company Information Schedule: Corporate details, subsidiaries, and material contracts
3. Warranties Schedule: Detailed warranties about the company and business
4. Disclosure Letter: Exceptions to warranties
5. Completion Obligations Schedule: List of documents and actions required at completion
6. Properties Schedule: Details of company's real estate holdings
7. Intellectual Property Schedule: List of IP rights and registrations
8. Employee Information Schedule: Key employee details and benefits
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