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Agreement To Sell Shares
"I need an Agreement To Sell Shares for the sale of 100% of my technology company's shares to a single corporate buyer, with completion scheduled for March 2025 and standard warranties."
1. Parties: Identification of the seller(s), buyer(s), and company whose shares are being sold
2. Background: Context of the transaction and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be met before completion of the sale
6. Completion: Details of when, where, and how completion will take place
7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity to sell
8. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to purchase
9. Tax Matters: Tax-related provisions, indemnities, and obligations
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Provisions regarding public announcements about the transaction
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of applicable law and courts
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
15. Execution: Signature blocks and execution provisions
1. Non-Competition: Restrictions on seller's future business activities - include when seller might compete
2. Employee Matters: Provisions regarding employees - include when there are key personnel considerations
3. Intellectual Property: Special IP provisions - include when IP is a significant company asset
4. Real Property: Provisions regarding real estate - include when company owns significant property
5. Third Party Consents: Requirements for third party approvals - include when needed for share transfer
6. Post-Completion Obligations: Ongoing obligations after completion - include for complex transitions
7. Earn-out Provisions: Future payment mechanisms - include when price includes performance-based components
8. Management Provisions: Provisions for ongoing management - include when seller remains involved
1. Share Details: Details of shares being sold including share certificates
2. Disclosure Schedule: Seller's disclosures against warranties
3. Company Information: Key company details, assets, and liabilities
4. Financial Statements: Recent financial statements of the company
5. Material Contracts: List and copies of important company contracts
6. Properties: Details of company's real estate holdings
7. Intellectual Property: List of IP rights and registrations
8. Completion Obligations: Detailed list of completion deliverables
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Third Party Consents: List of required third party approvals
Authors
Business Day
Buyer
Seller
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Loss
Material Adverse Change
Material Contracts
Ordinary Course of Business
Purchase Price
Relevant Period
Sale Shares
Securities Laws
Share Capital
Shareholders' Agreement
Subsidiaries
Tax
Tax Authority
Third Party Rights
Transaction Documents
Warranties
Working Capital
Business
Claims
Consent
Corporate Records
Due Diligence
Employees
Environmental Laws
Escrow Account
Fundamental Warranties
Indemnity
Liabilities
Material Adverse Effect
Permitted Encumbrances
Real Property
Regulatory Approvals
Representatives
Reserved Matter
Share Certificates
Taxation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Indemnification
Tax Covenants
Non-Competition
Confidentiality
Public Announcements
Further Assurance
Assignment
Notices
Force Majeure
Entire Agreement
Amendments
Severability
Waiver
Costs and Expenses
Third Party Rights
Governing Law
Dispute Resolution
Counterparts
Electronic Execution
Employee Matters
Intellectual Property
Real Property
Data Protection
Environmental Compliance
Regulatory Compliance
Material Contracts
Share Transfer Mechanics
Escrow Arrangements
Due Diligence
Representations
Restrictive Covenants
Termination Rights
Remedies
Time of Essence
Good Faith
Financial Services
Technology
Manufacturing
Retail
Professional Services
Real Estate
Healthcare
Energy
Mining
Agriculture
Transportation
Construction
Education
Telecommunications
Media & Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Tax
Corporate Secretariat
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Business Development Manager
Investment Manager
Corporate Development Officer
Mergers & Acquisitions Manager
Board Director
Compliance Officer
Tax Manager
Due Diligence Manager
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