The Stock Purchase Agreement Promissory Note is commonly used when a buyer wishes to purchase stock but requires financing or payment terms. This hybrid document is particularly useful in closely-held companies, management buyouts, or employee stock purchase arrangements. It must comply with U.S. federal securities laws, state blue sky laws, and applicable corporate regulations. The document typically includes detailed terms about the stock being purchased, payment obligations, interest rates, default provisions, and any security arrangements. It's particularly important in jurisdictions like Delaware, New York, and California, where many companies are incorporated.
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1. Parties: Identifies the buyer (promissory note holder) and seller (issuer of the note)
2. Background/Recitals: Explains the context of the stock purchase and promissory note arrangement
3. Definitions: Key terms used throughout the agreement
4. Principal Amount: States the amount being financed through the note
5. Interest Rate and Calculation: Specifies the interest rate and how it's calculated
6. Payment Terms: Details of payment schedule, including maturity date
7. Stock Purchase Terms: Details of the stock being purchased, including quantity and price
8. Events of Default: Circumstances constituting default and consequences
9. Representations and Warranties: Standard assurances from both parties
1. Security Interest: Provisions detailing collateral and security arrangements when the note is secured by specific assets
2. Prepayment Provisions: Terms and conditions for early payment of the note, including any penalties or benefits
3. Conversion Rights: Terms and conditions for converting the note to equity, including conversion price and process
4. Registration Rights: Rights and procedures regarding the registration of securities with regulatory authorities
1. Payment Schedule: Detailed amortization table showing payment dates, amounts, and interest calculations
2. Stock Certificate: Copy of the stock certificate(s) being purchased, including all relevant details
3. Corporate Resolutions: Authorizing resolutions from both parties demonstrating authority to enter into the agreement
4. Security Agreement: Detailed agreement specifying collateral and security arrangements if the note is secured
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