Agreement To Sell Shares Template for Canada

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Key Requirements PROMPT example:

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."

Document background
An Agreement To Sell Shares is a fundamental document used in Canadian corporate transactions when transferring ownership of company shares from one party to another. This document is essential for both private and public company transactions, though its specific terms may vary depending on the size and complexity of the deal. It becomes necessary whenever there is a need to document share transfers, whether for a complete business sale, partial ownership transfer, or corporate restructuring. The agreement must comply with Canadian federal and provincial requirements, including the Canada Business Corporations Act, provincial securities regulations, and relevant tax laws. It typically includes detailed provisions about the transaction structure, warranties, indemnities, and various conditions that must be met before completion. The document serves as the primary record of the transaction terms and provides legal protection for all parties involved.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Energy

Mining

Agriculture

Transportation

Construction

Education

Telecommunications

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Tax

Corporate Secretariat

Investment

Due Diligence

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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