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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."
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
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
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
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Business Warranties
Tax Warranties
Environmental Warranties
Employment Warranties
Property Warranties
Intellectual Property Warranties
Indemnification
Limitations of Liability
Tax Covenants
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Employee Matters
Insurance
Regulatory Compliance
Corporate Authority
Share Capital
Financial Statements
Material Contracts
Real Property
Intellectual Property
Information Technology
Environmental Matters
Health and Safety
Litigation
Anti-Corruption
Force Majeure
Assignment
Third Party Rights
Further Assurance
Announcements
Notices
Costs
Severability
Entire Agreement
Amendments
Waiver
Governing Law
Dispute Resolution
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Energy
Mining
Transportation
Agriculture
Construction
Telecommunications
Media and Entertainment
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Due Diligence
Compliance
Risk Management
Executive Leadership
Treasury
Tax
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
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