Company Share Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement for acquiring a Canadian technology startup, with specific provisions for intellectual property protection and an earn-out mechanism based on the development milestones to be achieved by March 2025."

Document background
The Company Share Purchase Agreement is a fundamental document used in Canadian corporate acquisitions when purchasing shares of a target company. It is essential for transactions ranging from small private company acquisitions to large corporate deals, providing a comprehensive framework for the share transfer process. The agreement must comply with Canadian federal and provincial corporate laws, securities regulations, and tax legislation. It typically includes detailed provisions covering purchase price mechanics, representations and warranties, conditions precedent, closing mechanisms, and post-closing obligations. This document is particularly crucial as it not only transfers ownership but also allocates risk between parties and provides protection mechanisms for both buyers and sellers. The agreement should be tailored to address specific provincial requirements where the target company is incorporated and operates.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and the target company

2. Background: Context of the transaction and current ownership structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase: Core agreement to sell and purchase the shares

5. Purchase Price: Amount and structure of consideration

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties: Seller's warranties about the company and shares

10. Limitations on Claims: Limitations on warranty and indemnity claims

11. Tax Covenant: Special indemnities relating to tax matters

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality

13. Further Assurance: Obligations to give full effect to the agreement

14. Assignment: Rights and restrictions on transfer of agreement rights

15. Notices: Process for giving formal notices under the agreement

16. General Provisions: Standard boilerplate provisions

17. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

Optional Sections

1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Non-Competition Covenants: Used when sellers need to be restricted from competing

3. Key Employee Provisions: Used when retention of specific employees is crucial

4. Environmental Indemnity: Used for companies with significant environmental risks

5. Intellectual Property Protection: Used when IP is a key asset of the business

6. Parent Company Guarantee: Used when purchaser/seller is subsidiary requiring parent support

7. Multiple Seller Provisions: Used when there are multiple sellers requiring specific arrangements

8. Escrow Arrangements: Used when part of consideration is held in escrow

9. Real Property Provisions: Used when company owns significant real estate assets

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being sold including class, number, and shareholders

2. Schedule 2 - Company Details: Corporate information about the target company

3. Schedule 3 - Warranties: Detailed warranties about the company and business

4. Schedule 4 - Properties: Details of real estate owned or leased by the company

5. Schedule 5 - Intellectual Property: List of IP rights owned or licensed by the company

6. Schedule 6 - Material Contracts: List and details of important business contracts

7. Schedule 7 - Employees: Details of employees and their terms of employment

8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables

9. Schedule 9 - Permitted Leakage: Permitted payments between signing and completion

10. Schedule 10 - Tax Covenant: Detailed tax indemnity provisions

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

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Energy

Mining

Transportation

Agriculture

Construction

Telecommunications

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Due Diligence

Compliance

Risk Management

Executive Leadership

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Managing Director

Business Development Director

Investment Manager

Company Secretary

Corporate Development Manager

Finance Director

Mergers & Acquisitions Director

Due Diligence Manager

Transaction Advisory Manager

Risk Manager

Compliance Officer

Industries
Canada Business Corporations Act (CBCA): Federal statute governing the incorporation and operation of federal corporations, including provisions for share transfers, corporate records, and shareholder rights
Provincial Business Corporations Acts: Provincial legislation governing provincially incorporated companies and their share transfers (varies by province)
Securities Act: Provincial securities legislation governing the trading of securities, including private company shares, and related disclosure requirements
Income Tax Act: Federal legislation governing tax implications of share purchases, including capital gains, tax-free rollovers, and other tax considerations
Competition Act: Federal legislation governing competition and anti-trust matters, including merger notifications for larger transactions
Investment Canada Act: Federal legislation governing foreign investment in Canadian businesses, including review thresholds and national security considerations
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation relevant for due diligence and information sharing during the transaction
Bulk Sales Act: Provincial legislation that may apply if the share purchase involves substantial business assets (where still in force)
Employment Standards Act: Provincial legislation governing employment relationships, relevant for employee-related obligations in share purchases
Provincial Tax Acts: Provincial tax legislation affecting share transactions, including provincial capital gains and corporate tax provisions
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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