A Shareholder Purchase Agreement is essential when transferring ownership of shares in a company. This document is commonly used in the United States for both private and public company transactions, though requirements vary by state jurisdiction. The agreement details crucial elements such as share valuation, payment terms, representations and warranties, and closing conditions. It must comply with federal securities laws, state-specific corporate regulations, and may require SEC approval depending on transaction size. The agreement protects both buyer and seller by clearly documenting the terms of the transfer and any ongoing obligations.
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1. Parties: Identification of seller(s), purchaser(s), and the company
2. Background: Context of the transaction and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Timing and mechanics of the transfer
6. Warranties: Seller's representations regarding the shares and company
7. Governing Law: Applicable jurisdiction and dispute resolution
1. Conditions Precedent: Pre-completion requirements and conditions that must be satisfied before the transaction can complete
2. Non-Compete: Restrictions on seller's future activities and competition limitations
3. Tag-Along Rights: Rights of other shareholders to join the sale on same terms
4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join the sale
5. Confidentiality: Provisions regarding the treatment of confidential information
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates and share capital structure
2. Schedule 2 - Company Information: Key company details, assets, liabilities, and material contracts
3. Schedule 3 - Warranties: Detailed warranties and representations by the seller
4. Schedule 4 - Disclosure Letter: Exceptions and qualifications to the warranties
5. Schedule 5 - Board Resolutions: Corporate approvals and board resolutions authorizing the transfer
6. Schedule 6 - Completion Deliverables: List of documents and actions required at completion
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