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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."
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
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
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
Agreed Form
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Law
Losses
Material Adverse Change
Material Contracts
Purchase Price
Sale Shares
Securities Act
Seller's Knowledge
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
Warranties
Working Capital
Material Adverse Effect
Permitted Encumbrances
Related Party
Representatives
Regulatory Approvals
Third Party Consents
Due Diligence Materials
Confidential Information
Effective Date
Financial Statements
Indemnified Parties
Long Stop Date
Management Accounts
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Indemnification
Limitations on Liability
Confidentiality
Non-Compete
Non-Solicitation
Tax Covenants
Intellectual Property
Employee Matters
Material Contracts
Real Property
Environmental
Regulatory Compliance
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Further Assurance
Entire Agreement
Severability
Amendments
Costs
Announcements
Data Protection
Insurance
Transfer Restrictions
Break Fee
Anti-Corruption
Third Party Rights
Waiver
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