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Share Purchase Agreement Private Limited Company
"I need a Share Purchase Agreement Private Limited Company to document the sale of 60% of my tech startup's shares to a venture capital firm, with specific provisions for intellectual property protection and staged payment terms over 18 months starting March 2025."
1. Parties: Identification of buyer(s) and seller(s), including full legal names and addresses
2. Background/Recitals: Context of the transaction, including company details and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Payment terms, including timing and method of payment
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Details of closing process and requirements
8. Seller's Warranties: Representations and warranties given by the seller
9. Buyer's Warranties: Representations and warranties given by the buyer
10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Post-Completion Covenants: Additional obligations after closing, including ongoing commitments of parties
2. Non-Compete Provisions: Restrictions on seller's future business activities to protect the purchased business
3. Employee Matters: Provisions relating to employees and their treatment post-transaction
4. Tax Indemnities: Specific tax-related protections and allocation of tax liabilities
1. Schedule 1 - Share Details: Details of shares being transferred including class, numbers, and rights
2. Schedule 2 - Warranties: Detailed warranties given by seller about the company
3. Schedule 3 - Disclosure Letter: Exceptions to warranties and specific disclosures
4. Schedule 4 - Company Information: Details about the company including corporate information and structure
5. Schedule 5 - Material Contracts: List of important contracts affecting the company
6. Schedule 6 - Property Schedule: Details of company's real estate holdings and leases
7. Schedule 7 - Intellectual Property: Schedule of IP rights owned or used by the company
8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion
Authors
Agreement
Board
Business
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Indemnified Parties
Intellectual Property Rights
Law
Liabilities
Loss
Material Adverse Change
Material Contracts
Parties
Purchase Price
Purchaser
Sale Shares
Seller
Shareholders
Subsidiaries
Tax
Transaction Documents
Transfer
Warranties
Working Day
Group
Permitted Encumbrances
Representatives
Security Interest
Third Party
Accounts
Claim
Completion Date
Due Diligence
Material Adverse Effect
Ordinary Course of Business
Related Party
Share Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Employee Matters
Tax Matters
Material Contracts
Change of Control
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Further Assurance
Entire Agreement
Severability
Amendments
Waiver
Costs and Expenses
Due Diligence
Post-Completion Obligations
Data Protection
Environmental Matters
Real Property
Insurance
Regulatory Compliance
Third Party Rights
Time of Essence
Announcements
Survival
Set-off Rights
Business Warranties
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