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Share Purchase Agreement Between Shareholders Template for United States

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Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders for the sale of 25% of my technology company's shares to an existing minority shareholder, with completion planned for March 2025 and including non-compete provisions for a 2-year period."

Document background
The Share Purchase Agreement Between Shareholders is essential when existing shareholders wish to transfer ownership stakes within a company. This document is commonly used in the United States when shareholders seek to increase or decrease their ownership positions, during succession planning, or when implementing buy-sell arrangements. It must comply with both federal securities laws and state-specific regulations, particularly concerning private company share transfers. The agreement typically includes detailed provisions about share valuation, payment terms, representations and warranties, and may also address pre-emptive rights, tag-along rights, and other shareholder protections.
Suggested Sections

1. Parties: Identification of seller(s) and buyer(s) of shares, including full legal names and addresses

2. Background/Recitals: Context of the transaction, including company details and reason for the share transfer

3. Definitions: Key terms used throughout the agreement

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

5. Completion: Details of when and how the transfer will be executed

6. Seller's Warranties: Standard representations about share ownership and authority to sell

7. Governing Law: Applicable jurisdiction and dispute resolution provisions

Optional Sections

1. Pre-emption Rights: Rights of existing shareholders to purchase shares before third parties - used when company's articles or existing agreements contain pre-emption rights

2. Tag-Along Rights: Rights of minority shareholders to join in sale - used in cases involving minority shareholder protection

3. Non-compete Provisions: Restrictions on seller's future business activities - used when seller is key personnel or might compete

4. Price Adjustment Mechanism: Formula for adjusting price based on future events - used when price depends on future performance or conditions

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being transferred including class, numbers, and certificates

2. Schedule 2 - Warranties: Detailed list of seller's warranties and representations

3. Schedule 3 - Company Information: Key details about the company including capital structure and financial information

4. Schedule 4 - Transfer Forms: Stock transfer forms and other execution documents

5. Schedule 5 - Board Resolutions: Copies of relevant board approvals for the transfer

Authors

Alex Denne

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

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Industries

Federal Securities Laws: Key federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC regulations, and Rule 144 regarding restricted securities sales

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions for securities transactions

Corporate Law: Including Delaware General Corporation Law (if applicable), state-specific corporation laws, and UCC Article 8 on Investment Securities

Tax Laws: Federal Internal Revenue Code, state tax regulations, capital gains implications, and transfer tax requirements

Antitrust Laws: Hart-Scott-Rodino Act, Clayton Act, and Sherman Act provisions governing competition and market concentration

Foreign Investment Laws: CFIUS regulations and other requirements applicable when foreign buyers are involved in the transaction

Contract Law: State-specific contract laws, Statute of Frauds requirements, and relevant UCC provisions governing agreements

Corporate Governance: Company bylaws, existing shareholder agreements, rights of first refusal, and tag-along/drag-along rights considerations

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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