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Simple Stock Purchase Agreement
"I need a Simple Stock Purchase Agreement for the sale of 25% of my tech startup's shares to a venture capital investor, with completion planned for March 2025 and including basic confidentiality provisions."
1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and basic information about the shares being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares and price
5. Completion: Timing and mechanics of the transfer
6. Warranties: Basic seller representations about share ownership and authority to sell
7. Governing Law: Specification of applicable law and jurisdiction
1. Conditions Precedent: Pre-completion conditions used when completion is dependent on specific conditions being met
2. Extended Warranties: Additional seller representations about company condition, used for significant shareholding transfers or company acquisitions
3. Tax Covenants: Specific tax-related promises and indemnities, used for larger transactions or where tax exposure is significant
1. Schedule 1 - Share Details: Detailed description of shares being transferred
2. Schedule 2 - Completion Requirements: List of documents and actions required at completion
3. Schedule 3 - Warranties: Detailed warranties for larger transactions
4. Schedule 4 - Company Information: Key details about the company whose shares are being transferred
Authors
Business Day
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Group
Parties
Purchase Price
Sale Shares
Seller's Bank Account
Subsidiary
Tax
Transaction
Transfer
Warranties
Working Hours
Board
Company
Articles of Association
Business
Claim
Completion Requirements
Disclosure Letter
Material Adverse Change
Related Persons
Signing Date
Third Party Rights
Sale and Purchase
Purchase Price
Completion
Warranties
Seller Obligations
Buyer Obligations
Confidentiality
Notices
Assignment
Entire Agreement
Variation
Severability
Costs
Third Party Rights
Governing Law
Jurisdiction
Conditions Precedent
Pre-Completion Obligations
Non-Competition
Tax Covenants
Further Assurance
Announcements
Force Majeure
Indemnification
Dispute Resolution
Break Fee
Anti-Corruption
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