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Stock Sale Purchase Agreement
"I need a Stock Sale Purchase Agreement for the sale of 100% of shares in my technology startup to a venture capital firm, including specific provisions for an earn-out based on 2025 revenue targets and protection of existing intellectual property."
1. Parties: Identification of buyer, seller, and company whose shares are being sold
2. Background: Context of the transaction and basic information about the company
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including shares being sold and purchase price
5. Closing: Timing and mechanics of the transaction closing
6. Representations and Warranties: Statements of fact by seller and buyer about various aspects of the transaction
7. Covenants: Promises to do or not do certain things before and after closing
8. Indemnification: Protection against losses from breaches or other specified events
1. Earn-out Provisions: Additional provisions used when part of purchase price is contingent on future performance
2. Employee Matters: Provisions relating to employee retention, benefits, and stock options when transaction affects key employees
3. Escrow Arrangements: Terms for holding back portion of purchase price in escrow for contingent liabilities or adjustments
1. Disclosure Schedules: Detailed disclosures qualifying representations and warranties
2. Capitalization Table: Complete breakdown of company's share ownership
3. Financial Statements: Company's relevant financial information
4. Material Contracts: List and copies of important company agreements
5. Intellectual Property Schedule: Schedule of company's IP assets
6. Required Consents: List of required third-party approvals for the transaction
Authors
Affiliate
Business Day
Closing
Closing Date
Company
Confidential Information
Disclosure Schedules
Encumbrance
Financial Statements
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property
Knowledge
Law
Laws
Liabilities
Losses
Material Adverse Effect
Material Contracts
Ordinary Course of Business
Person
Purchase Price
Purchased Shares
Representatives
Securities Act
Seller's Knowledge
Subsidiary
Tax
Taxes
Tax Returns
Third Party Claim
Transaction Documents
Transfer Taxes
Purchase Price and Payment
Closing Conditions
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Due Diligence
Indemnification
Survival
Transfer Restrictions
Regulatory Compliance
Tax Matters
Employee Matters
Intellectual Property
Material Contracts
Environmental Matters
Real Property
Financial Statements
Working Capital
Insurance
Dispute Resolution
Governing Law
Assignment
Notices
Amendment and Waiver
Severability
Entire Agreement
Further Assurances
Force Majeure
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