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.
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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
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
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
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