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Simple Share Sale Agreement
"I need a Simple Share Sale Agreement for selling 1,000 common shares in my technology startup to a corporate investor, with completion scheduled for March 15, 2025, including basic warranties and a non-compete clause."
1. Parties: Identifies and provides full legal details of the seller and purchaser
2. Background: Sets out the context of the transaction, including details of the company whose shares are being sold
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the shares being sold and the basic agreement to sell and purchase
5. Purchase Price: Specifies the amount to be paid for the shares and payment terms
6. Completion: Sets out the timing, location, and mechanics of closing the transaction
7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and share status
8. Purchaser's Warranties: Basic warranties regarding authority to purchase and ability to pay
9. Confidentiality: Obligations to keep the transaction and related information confidential
10. Notices: How formal notices under the agreement must be given
11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
12. Execution: Signature blocks and execution details
1. Purchase Price Adjustments: Mechanisms for adjusting the purchase price based on completion accounts or other factors
2. Tax Matters: Specific provisions dealing with tax implications and allocations
3. Non-Competition: Restrictions on the seller competing with the business post-sale
4. Employee Matters: Provisions dealing with employees if the seller was involved in management
5. Conditions Precedent: Any conditions that must be met before completion can occur
6. Interim Period Obligations: Obligations of the seller between signing and completion
7. Further Assurance: Obligations to take additional steps after completion if needed
8. Dispute Resolution: Specific procedures for resolving disputes
1. Share Details: Details of the shares being sold including share certificate numbers and class of shares
2. Company Details: Key information about the company including corporate records and financial statements
3. Warranties: Detailed warranties if not included in the main agreement
4. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Agreed Form Documents: Forms of any documents to be signed at completion
Authors
Purchase Price
Payment Terms
Completion
Conditions Precedent
Seller's Warranties
Purchaser's Warranties
Share Transfer
Confidentiality
Representations
Non-Competition
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Governing Law
Jurisdiction
Force Majeure
Counterparts
Third Party Rights
Time of Essence
Survival
Indemnification
Dispute Resolution
Financial Services
Professional Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Energy
Mining
Agriculture
Transportation
Construction
Telecommunications
Education
Entertainment
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Corporate Secretariat
Investment
Business Development
Mergers & Acquisitions
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Business Development Manager
Investment Manager
Corporate Development Director
Finance Director
Managing Director
Board Director
Compliance Officer
Private Equity Manager
M&A Manager
Business Owner
Financial Controller
Investment Banker
Corporate Advisory Manager
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