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Simple Share Purchase Agreement
"I need a Simple Share Purchase Agreement for the sale of 30% of my technology company's shares to a private investor, with completion scheduled for March 15, 2025, including basic warranties and a non-compete clause for the South African market."
1. Parties: Identifies and provides full details of the Seller and Purchaser
2. Background: Sets out the context of the transaction, including details of the company whose shares are being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core clause establishing the sale of shares and purchase price
5. Purchase Price: Details the amount, payment method, and timing of the purchase price payment
6. Conditions Precedent: Lists any conditions that must be fulfilled before the agreement becomes effective
7. Completion: Specifies the completion date and actions required at completion
8. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status
9. Purchaser's Warranties: Basic warranties regarding authority and capacity to purchase
10. Breach: Consequences of breach and remedies available to the parties
11. Notices: How formal notices under the agreement must be given
12. General: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
13. Signature: Execution blocks for the parties
1. Purchase Price Adjustment: Include when the purchase price may be adjusted based on company performance or other metrics
2. Security for Payment: Include when payment is not made in full at completion
3. Extended Warranties: Include for more complex transactions requiring detailed warranties about the company's business
4. Tax Indemnity: Include when specific tax risks need to be addressed
5. Non-competition: Include when the seller needs to be restricted from competing
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Director Resignations: Include when changes to the board are required
8. Shareholder Approval: Include when other shareholders have pre-emptive or approval rights
1. Share Details: Details of the shares being sold including class, number, and percentage of total issued shares
2. Company Information: Key details about the company including registration number, registered address, and directors
3. Warranties: Detailed warranties when extended warranties are included
4. Disclosure Schedule: Seller's disclosures against the warranties
5. Required Consents: List of third-party consents required for the transaction
6. Completion Requirements: Detailed list of documents and actions required at completion
Authors
Financial Services
Professional Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Agriculture
Mining
Energy
Telecommunications
Transport and Logistics
Consumer Goods
Education
Legal
Finance
Corporate Development
Compliance
Executive
Company Secretariat
Treasury
Risk Management
Mergers & Acquisitions
Investment
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Financial Director
Managing Director
Corporate Lawyer
Investment Manager
Business Development Manager
Compliance Officer
Finance Manager
Commercial Director
Business Owner
Shareholder
Director
Transaction Advisor
Investment Banker
Private Equity Manager
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