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Share Purchase Agreement And Shareholders Agreement

Share Purchase Agreement And Shareholders Agreement Template for United States

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Key Requirements PROMPT example:

Share Purchase Agreement And Shareholders Agreement

"I need a Share Purchase Agreement And Shareholders Agreement for the sale of 30% of my technology startup to a venture capital investor, with strong minority protection rights and anti-dilution provisions, to be completed by March 2025."

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Document background
The Share Purchase Agreement And Shareholders Agreement is essential for any U.S. company transaction involving share transfers and ongoing shareholder relationships. This document is particularly crucial when new shareholders are entering a business or existing shareholders are restructuring their holdings. It combines the immediate transaction details (share price, payment terms, warranties) with long-term governance arrangements (voting rights, board representation, exit provisions). The agreement must comply with both federal securities laws and state-specific corporate regulations, making it a fundamental document for corporate restructuring, investment rounds, or business succession planning.
Suggested Sections

1. Parties: Identification of all parties to the agreement including seller(s), purchaser(s), and the company

2. Background: Context of the transaction and current ownership structure

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Completion: Mechanics and timing of the transaction closing

7. Warranties and Representations: Statements of fact and assurances from parties

8. Covenants: Ongoing obligations of the parties

Optional Sections

1. Tag-Along Rights: Minority shareholder protection, used when maintaining minority shareholder rights is crucial

2. Drag-Along Rights: Majority shareholder rights, used when ensuring ability to force sale is important

3. Anti-Dilution Provisions: Protection against share value dilution, used in companies planning future capital raises

4. Right of First Refusal: Existing shareholders' priority rights to purchase shares, used for closely-held companies

Suggested Schedules

1. Share Certificate Details: Details of share certificates being transferred

2. Disclosure Schedule: Exceptions to warranties and representations

3. Company Information: Key corporate information including capitalization table

4. Form of Resignation Letters: Template resignation letters for departing directors if applicable

5. Transfer Forms: Share transfer documentation

6. Corporate Approvals: Board and shareholder resolutions approving the transaction

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
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Industries

Securities Act of 1933: Federal law governing registration requirements, exemption provisions, and disclosure obligations for securities offerings

Securities Exchange Act of 1934: Federal law regulating securities trading, reporting requirements, and anti-fraud provisions in secondary markets

Internal Revenue Code: Federal tax legislation addressing tax implications of share transfers, capital gains considerations, and stock transfer tax requirements

Hart-Scott-Rodino Antitrust Improvements Act: Federal law governing merger control requirements and competition law considerations for qualifying transactions

State Corporate Laws: State-specific laws (e.g., Delaware General Corporation Law) governing corporate governance, shareholder rights, and share transfer restrictions

Blue Sky Laws: State securities laws governing state-specific registration requirements, disclosure obligations, and investor protection provisions

State Contract Laws: State-specific laws governing contract formation, enforcement, consideration requirements, and remedies for breach

SEC Regulations: Federal regulatory framework including Regulation D (private placement), disclosure requirements, and reporting obligations

Stock Exchange Rules: Trading venue specific requirements governing listing, trading regulations, and corporate governance standards

FINRA Regulations: Industry-specific regulations governing broker-dealer involvement, trading rules, and investor protection requirements

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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