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Common Stock Purchase Agreement
"I need a Common Stock Purchase Agreement for acquiring 25% of shares in a private Canadian technology company, with standard representations and warranties and a closing date of March 15, 2025."
1. Parties: Identification of the seller(s), purchaser(s), and the corporation whose shares are being sold
2. Background: Recitals explaining the context of the transaction and the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including number of shares, price per share, and aggregate purchase price
5. Closing: Details of when, where, and how the transaction will close, including conditions precedent
6. Representations and Warranties of the Seller: Seller's statements regarding ownership, authority to sell, and share status
7. Representations and Warranties of the Purchaser: Purchaser's statements regarding authority, financial capacity, and investment sophistication
8. Covenants: Ongoing obligations of the parties before and after closing
9. Indemnification: Terms for compensating parties for breaches or losses
10. Survival: Which provisions survive after closing and for how long
11. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Regulatory Compliance: Required when the transaction needs specific securities law compliance or regulatory approvals
2. Right of First Refusal: Include when existing shareholders have pre-emptive rights or when new rights are being created
3. Tag-Along Rights: Include when minority shareholders need protection in case of future sales
4. Drag-Along Rights: Include when majority shareholders want the right to force minority participation in future sales
5. Share Restrictions: Include when there are restrictions on transfer or ownership of the shares
6. Board Representation: Include when the purchase includes rights to board seats
7. Registration Rights: Include for private companies that may go public in the future
1. Schedule A - Share Certificate Details: List of share certificate numbers and details of shares being transferred
2. Schedule B - Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
3. Schedule C - Closing Deliverables: List of all documents and items to be delivered at closing
4. Schedule D - Disclosed Matters: Exceptions to representations and warranties
5. Schedule E - Required Consents: List of third-party consents required for the transaction
6. Appendix 1 - Form of Share Certificate: Template of the share certificate to be issued
7. Appendix 2 - Corporate Resolutions: Required corporate approvals and resolutions
8. Appendix 3 - Legal Opinion: Form of legal opinion to be delivered at closing
Authors
Consideration
Payment Terms
Closing Conditions
Representations and Warranties
Covenants
Indemnification
Confidentiality
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Regulatory Compliance
Securities Law Compliance
Due Diligence
Title and Ownership
Share Certificates
Voting Rights
Dividend Rights
Board Representation
Non-Competition
Non-Solicitation
Termination
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Survival
Further Assurances
Costs and Expenses
Time of Essence
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Mining
Retail
Professional Services
Agriculture
Transportation
Telecommunications
Entertainment
Education
Construction
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Compliance
Treasury
Corporate Secretariat
Investment Relations
Risk Management
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Investment Manager
Corporate Development Manager
Financial Controller
Board Director
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
Corporate Attorney
Securities Lawyer
Transaction Advisory Manager
Due Diligence Specialist
Stock Transfer Administrator
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