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Agreement To Sell Shares
"I need an Agreement To Sell Shares for the sale of 100% of my technology company's shares to a single corporate buyer, with completion scheduled for March 2025 and standard warranties."
1. Parties: Identification of the seller(s), buyer(s), and company whose shares are being sold
2. Background: Context of the transaction and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be met before completion of the sale
6. Completion: Details of when, where, and how completion will take place
7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity to sell
8. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
9. Tax Matters: Tax-related provisions, indemnities, and obligations
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Provisions regarding public announcements about the transaction
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of applicable law and courts
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
15. Execution: Signature blocks and execution provisions
1. Non-Competition: Restrictions on seller's future business activities - include when seller might compete
2. Employee Matters: Provisions regarding employees - include when there are key personnel considerations
3. Intellectual Property: Special IP provisions - include when IP is a significant company asset
4. Real Property: Provisions regarding real estate - include when company owns significant property
5. Third Party Consents: Requirements for third party approvals - include when needed for share transfer
6. Post-Completion Obligations: Ongoing obligations after completion - include for complex transitions
7. Earn-out Provisions: Future payment mechanisms - include when price includes performance-based components
8. Management Provisions: Provisions for ongoing management - include when seller remains involved
1. Share Details: Details of shares being sold including share certificates
2. Disclosure Schedule: Seller's disclosures against warranties
3. Company Information: Key company details, assets, and liabilities
4. Financial Statements: Recent financial statements of the company
5. Material Contracts: List and copies of important company contracts
6. Properties: Details of company's real estate holdings
7. Intellectual Property: List of IP rights and registrations
8. Completion Obligations: Detailed list of completion deliverables
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Third Party Consents: List of required third party approvals
Authors
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Energy
Mining
Agriculture
Transportation
Construction
Education
Telecommunications
Media & Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Tax
Corporate Secretariat
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Business Development Manager
Investment Manager
Corporate Development Officer
Mergers & Acquisitions Manager
Board Director
Compliance Officer
Tax Manager
Due Diligence Manager
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