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Stock Purchase Agreement Between Shareholders
"I need a Stock Purchase Agreement Between Shareholders for the sale of 25% of my technology company's shares to an existing minority shareholder, with specific provisions for board representation and a right of first refusal on any future share transfers."
1. Parties: Identifies all shareholders involved in the transaction, including legal names and addresses
2. Background/Recitals: Sets forth the context of the agreement and basic information about the company and transaction
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Shares: Details the specific shares being sold, purchase price, and payment terms
5. Closing: Specifies closing date, location, and deliverables
6. Representations and Warranties: Statements of fact and assurances from both seller and purchaser
7. Covenants: Ongoing obligations of the parties
8. Governing Law: Specifies which jurisdiction's laws govern the agreement
1. Right of First Refusal: Gives existing shareholders first right to purchase shares before third parties when shareholders want to maintain control over who owns shares
2. Tag-Along Rights: Allows minority shareholders to join in sale of majority stake to protect minority shareholders
3. Drag-Along Rights: Requires minority shareholders to join in sale if majority sells to protect majority shareholders' exit rights
4. Non-Competition: Restricts selling shareholder's ability to compete when seller has significant company knowledge
1. Schedule of Shares: Details of shares being transferred including class, number, and certificate numbers
2. Disclosure Schedule: Exceptions to representations and warranties
3. Corporate Documents: Copies of relevant corporate documents including articles, bylaws
4. Board Resolutions: Approvals required for the transaction
5. Share Certificates: Copies of relevant share certificates
6. Payment Schedule: If payment is in installments, schedule of payments
Authors
Affiliate
Business Day
Closing
Closing Date
Company
Confidential Information
Consideration
Encumbrance
Governmental Authority
Law
Liabilities
Material Adverse Effect
Party/Parties
Person
Purchase Price
Purchased Shares
Purchaser
Securities Act
Seller
Shares
Shareholders
Subsidiary
Tax/Taxes
Transaction Documents
Transfer
Voting Rights
Third Party
Working Day
Representations and Warranties
Purchase Price and Payment
Closing Conditions
Representations and Warranties
Covenants
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Dividends and Distributions
Voting Rights
Board Representation
Termination
Indemnification
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Further Assurances
Costs and Expenses
Waiver
Counterparts
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