The Share Purchase Agreement Of Private Limited Company is essential for any transaction involving the transfer of private company shares in the United States. This document is typically used in private M&A transactions, strategic investments, or ownership restructuring. It encompasses crucial elements such as share valuation, payment mechanisms, seller warranties, and indemnification provisions. The agreement must comply with U.S. federal securities laws, state corporate laws, and relevant regulatory requirements. It serves as the cornerstone document protecting both buyers' and sellers' interests while ensuring a legally compliant transfer of ownership.
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1. Parties: Identification of buyer(s) and seller(s) with full legal names and addresses
2. Background/Recitals: Context of the transaction and key background information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Completion: Closing mechanics and conditions precedent
6. Seller's Warranties: Representations and warranties about the company and shares
7. Buyer's Warranties: Representations about buyer's capacity and authority
8. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Pre-completion Covenants: Obligations between signing and closing - used when there's a gap between signing and closing
2. Non-compete Provisions: Restrictions on seller's future activities - used when seller might compete post-sale
3. Earn-out Provisions: Additional payment terms based on future performance - used when part of purchase price is contingent on future performance
4. Employee Matters: Treatment of key employees post-closing - used when employee retention is critical
1. Schedule 1 - Share Details: Details of shares being transferred including share certificates
2. Schedule 2 - Warranties: Detailed warranties about the company and business
3. Schedule 3 - Disclosure Letter: Exceptions to warranties
4. Schedule 4 - Company Information: Key corporate and financial information
5. Schedule 5 - Material Contracts: List of important company contracts
6. Schedule 6 - Properties: Details of company real estate and leases
7. Schedule 7 - Intellectual Property: List of IP rights and registrations
8. Schedule 8 - Completion Obligations: Detailed closing checklist and requirements
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