The Private Stock Sale Agreement is essential when transferring ownership of shares in privately held companies within the United States. This document is commonly used in situations where shareholders wish to sell their stake to other individuals or entities outside of public markets. The agreement must comply with both federal securities regulations and state-specific requirements, including registration exemptions under Regulation D and applicable Blue Sky laws. It typically includes detailed information about the transaction, such as share valuation, payment terms, representations about share ownership, and any transfer restrictions.
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1. Parties: Identification of seller and purchaser of the stock, including full legal names and addresses
2. Background/Recitals: Context of the transaction, including description of the company whose shares are being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Closing: Details of when and how the transaction will be completed
6. Representations and Warranties of Seller: Seller's assertions about ownership, authority to sell, and status of shares
7. Representations and Warranties of Purchaser: Purchaser's assertions about authority and capability to purchase
1. Due Diligence: Terms regarding buyer's investigation rights and process for conducting due diligence on the shares and company
2. Conditions Precedent: Prerequisites that must be met before closing, such as regulatory approvals or third-party consents
3. Post-Closing Covenants: Obligations after the closing, including any ongoing commitments or restrictions
4. Tag-Along Rights: Rights of other shareholders to join the sale under same terms and conditions
1. Schedule A - Share Certificate(s): Copies of relevant share certificates being transferred
2. Schedule B - Company Information: Details about the company whose shares are being sold, including capitalization table
3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties made by the seller
4. Schedule D - Required Consents: List of third-party approvals needed for the transaction
5. Schedule E - Transfer Forms: Stock transfer forms required by the company for processing the transfer
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