The Share Purchase Agreement Private Limited Company is a crucial document used when transferring ownership of shares in a private limited company within the United States. It serves as the primary transaction document that captures all material terms of the share sale, including price, payment structure, warranties, and indemnities. This agreement is essential for both minority and majority stake sales, requiring careful consideration of federal securities laws, state corporate laws, and relevant regulatory requirements. It provides legal protection for both parties and ensures clear documentation of the transfer of ownership, associated rights, and obligations.
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1. Parties: Identification of buyer(s) and seller(s), including full legal names and addresses
2. Background/Recitals: Context of the transaction, including company details and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Payment terms, including timing and method of payment
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Details of closing process and requirements
8. Seller's Warranties: Representations and warranties given by the seller
9. Buyer's Warranties: Representations and warranties given by the buyer
10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Post-Completion Covenants: Additional obligations after closing, including ongoing commitments of parties
2. Non-Compete Provisions: Restrictions on seller's future business activities to protect the purchased business
3. Employee Matters: Provisions relating to employees and their treatment post-transaction
4. Tax Indemnities: Specific tax-related protections and allocation of tax liabilities
1. Schedule 1 - Share Details: Details of shares being transferred including class, numbers, and rights
2. Schedule 2 - Warranties: Detailed warranties given by seller about the company
3. Schedule 3 - Disclosure Letter: Exceptions to warranties and specific disclosures
4. Schedule 4 - Company Information: Details about the company including corporate information and structure
5. Schedule 5 - Material Contracts: List of important contracts affecting the company
6. Schedule 6 - Property Schedule: Details of company's real estate holdings and leases
7. Schedule 7 - Intellectual Property: Schedule of IP rights owned or used by the company
8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion
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