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Share Purchase Agreement Of Private Limited Company
"I need a Share Purchase Agreement Of Private Limited Company for the acquisition of a technology startup, where 75% of the consideration will be paid upfront and 25% will be based on an earn-out structure over two years, with completion planned for March 2025."
1. Parties: Identification of seller(s) and buyer(s) with full legal details
2. Background/Recitals: Context of the transaction and company details
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and shares being sold
5. Consideration: Payment terms, adjustments, and mechanics
6. Completion: Timing, conditions, and mechanics of completion
7. Warranties: Seller's basic warranties about shares and authority
8. Confidentiality: Non-disclosure obligations
9. Governing Law and Jurisdiction: Choice of law and courts
1. Business Warranties: Detailed warranties about the business - used in larger transactions or when buyer requires detailed protection
2. Tax Covenant: Specific tax-related promises and indemnities - used when tax risks need specific coverage
3. Non-compete Provisions: Restrictions on seller's future activities - used when protecting goodwill is important
4. Earn-out Provisions: Future payment mechanisms based on performance - used when part of consideration is performance-based
1. Details of the Company: Company information including share capital structure
2. Completion Obligations: Lists of documents and actions required at completion
3. Warranties: Detailed business warranties if not in main body
4. Properties: Details of company's real estate assets
5. Material Contracts: Key business agreements
6. Intellectual Property: IP rights owned or used by the company
7. Employee Information: Key employment terms and arrangements
8. Tax Covenant: Detailed tax indemnity provisions
Authors
Accounts Date
Business
Business Day
Completion
Completion Date
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Law
Management Accounts
Material Adverse Change
Material Contracts
Properties
Purchase Price
Sellers' Knowledge
Sale Shares
Shareholders' Agreement
Subsidiaries
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction Documents
Warranties
Warrantors
Working Capital
Working Capital Adjustment
Purchase Price
Consideration Adjustments
Completion
Pre-Completion Obligations
Conditions Precedent
Warranties
Business Warranties
Tax Warranties
Limitations on Liability
Tax Covenant
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Data Protection
Employee Matters
Intellectual Property
Property
Information Technology
Environmental
Regulatory Compliance
Insurance
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Variation
Waiver
Severance
Third Party Rights
Governing Law
Jurisdiction
Find the exact document you need
Share Purchase Agreement Of Private Limited Company
An English law agreement governing the sale and purchase of shares in a private limited company, setting out transaction terms and parties' rights and obligations.
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