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Company Share Sale Agreement
"I need a Company Share Sale Agreement for the sale of 100% of shares in my tech startup to a larger corporation, with specific provisions for an earn-out structure and employee retention plans to be completed by March 2025."
1. Parties: Identification and details of the seller(s) and buyer(s)
2. Background/Recitals: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Closing mechanics and requirements
6. Seller's Warranties: Standard representations about the shares and company
7. Buyer's Warranties: Representations about buyer's capacity and authority
8. Confidentiality: Protection of sensitive information
9. Governing Law: Applicable jurisdiction and dispute resolution
1. Pre-Completion Conditions: Conditions that must be met before closing - used for complex transactions requiring regulatory approvals or third-party consents
2. Post-Completion Obligations: Ongoing commitments after closing - used when parties have continuing obligations
3. Non-Compete Provisions: Restrictions on seller's future activities - used when protecting business goodwill is crucial
4. Earn-Out Provisions: Additional payments based on future performance - used when price includes contingent payments
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Company Information Schedule: Corporate details, subsidiaries, and material contracts
3. Warranties Schedule: Detailed warranties about the company and business
4. Disclosure Letter: Exceptions to warranties
5. Completion Obligations Schedule: List of documents and actions required at completion
6. Properties Schedule: Details of company's real estate holdings
7. Intellectual Property Schedule: List of IP rights and registrations
8. Employee Information Schedule: Key employee details and benefits
Authors
Applicable Law
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Material Adverse Change
Material Contracts
Party/Parties
Purchase Price
Purchaser
Sale Shares
Securities Act
Seller
Seller's Warranties
Shares
Subsidiaries
Tax/Taxes
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Business
Claims
Conditions Precedent
Due Diligence
Effective Date
Employee
Indemnification
Liabilities
Loss/Losses
Material Breach
Permitted Encumbrances
Real Property
Representatives
Signing Date
Third Party
Title Documents
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Title and Capacity
Business Warranties
Tax Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Entire Agreement
Variation and Waiver
Severability
Third Party Rights
Costs
Announcements
Governing Law
Jurisdiction
Dispute Resolution
Survival
Data Protection
Employee Matters
Intellectual Property
Real Property
Material Contracts
Insurance
Environmental Matters
Regulatory Compliance
Change of Control
Break Fee
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