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Stock Sale Contract
"I need a Stock Sale Contract for selling 10,000 shares of my technology startup to a venture capital firm, with an earn-out provision based on reaching specific revenue milestones by June 2025 and including non-compete clauses for key employees."
1. Parties: Identification and details of seller(s) and buyer(s) of the stock
2. Background: Context of the transaction, current ownership status of shares, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including Share Capital, Purchase Price, Encumbrances, etc.
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and price per share
5. Purchase Price and Payment: Payment terms, method of payment, timing, and any adjustments
6. Closing: Timing and mechanics of closing, including conditions precedent and closing deliverables
7. Representations and Warranties: Seller's and buyer's statements of fact and assurances regarding authority, ownership, and compliance
8. Covenants: Ongoing obligations of the parties before and after closing
9. Indemnification: Terms for compensating parties for losses arising from breaches
10. Governing Law: Specification of applicable jurisdiction and choice of law
1. Earn-out Provisions: Additional payment terms based on future performance metrics
2. Non-compete and Non-solicitation: Restrictions on seller's future competitive activities and employee solicitation
3. Tag-along Rights: Rights of minority shareholders to join in the sale on same terms
4. Escrow Provisions: Terms for holding funds in escrow for indemnification or adjustments
5. Hart-Scott-Rodino Compliance: Provisions related to antitrust review and compliance
1. Schedule A - Share Certificate Details: Detailed list of share certificates being transferred including certificate numbers
2. Schedule B - Disclosure Schedule: Exceptions and qualifications to representations and warranties
3. Schedule C - Corporate Authorization Documents: Corporate resolutions and other authorization documents
4. Schedule D - Form of Share Transfer: Template for share transfer documentation and instruments
5. Schedule E - Purchase Price Calculation: Detailed calculation of purchase price including any adjustments
Authors
Shares
Purchase Price
Closing
Closing Date
Business Day
Encumbrance
Material Adverse Effect
Transaction Documents
Representations and Warranties
Disclosure Schedule
Confidential Information
Affiliate
Applicable Law
Governing Law
Securities Act
Exchange Act
Transfer
Purchase and Sale
Company
Board of Directors
Articles of Incorporation
Bylaws
Corporate Records
Financial Statements
Intellectual Property
Liabilities
Tax
Working Capital
Share Certificates
Third Party Rights
Due Diligence
Indemnification
Force Majeure
Notice
Assignment
Severability
Waiver
Amendment
Entire Agreement
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Covenants
Due Diligence
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Escrow
Earn-Out
Material Adverse Change
Force Majeure
Assignment
Amendment
Waiver
Severability
Notices
Governing Law
Dispute Resolution
Entire Agreement
Further Assurances
Survival
Termination
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