Company Share Purchase Agreement Template for United States

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement for the acquisition of 75% of shares in a technology startup based in California, with an earn-out mechanism based on 2025 performance targets and specific provisions for intellectual property protection."

Document background
The Company Share Purchase Agreement is essential for any transaction involving the transfer of company ownership through share sales in the United States. This document is used when shareholders wish to sell their stake in a company, whether partial or complete, to other parties. It provides comprehensive protection for both buyers and sellers by clearly defining the terms of the transaction, warranties, indemnities, and conditions precedent. The agreement must comply with both federal securities regulations and state-specific requirements, making it a complex but crucial document for corporate transactions.
Suggested Sections

1. Parties: Identification of buyer(s), seller(s), and the company whose shares are being sold

2. Background: Context of the transaction and overview of the company structure

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Completion: Mechanics and timing of the transaction closing

7. Warranties: Seller's representations about the company and shares

8. Limitations on Claims: Restrictions on warranty claims and liability caps

Optional Sections

1. Post-Completion Covenants: Ongoing obligations after closing, used when parties need continuing commitments

2. Non-Compete Provisions: Restrictions on seller's future activities, used to protect business value from competition

3. Earn-out Provisions: Additional payment mechanisms based on future performance, used when purchase price is contingent on future results

Suggested Schedules

1. Share Details Schedule: Detailed information about the shares being transferred

2. Warranties Schedule: Detailed warranties about the company and its business

3. Disclosure Letter: Exceptions to warranties and disclosures

4. Company Information Schedule: Key corporate and financial information about the target company

5. Completion Obligations Schedule: Detailed steps for completion including required documents

6. Property Schedule: Details of company's real estate and material assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Regulation D (private placement rules), and Rule 144 (resale of restricted securities)

Blue Sky Laws: State-specific securities laws governing registration requirements, disclosure requirements, and exemptions from registration

Corporate Laws: Including Delaware General Corporation Law and other state-specific corporation laws where the company is incorporated, as well as state LLC laws if applicable

Tax Laws: Internal Revenue Code, state tax regulations, and securities transfer tax requirements that may affect the share purchase transaction

Antitrust Laws: Including Hart-Scott-Rodino Act, Clayton Act, and Sherman Act, particularly relevant for larger transactions to ensure compliance with competition regulations

Employment Laws: ERISA regulations and state employment laws, particularly relevant if shares are part of employee benefits or compensation

Foreign Investment Laws: CFIUS regulations and FIRRMA requirements governing foreign investments in U.S. companies

Industry-Specific Regulations: Sector-specific regulations that may apply depending on the company's industry (e.g., banking, healthcare, telecommunications)

Contract Law: State-specific contract laws and Uniform Commercial Code (UCC) provisions governing commercial transactions and contracts

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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