The Sale Of Shares Form is a crucial legal document used in Canadian business transactions when transferring ownership of company shares from one party to another. It is designed to comply with both federal legislation (such as the Canada Business Corporations Act) and provincial securities laws. This document is essential when shareholders wish to sell their stake in a company, whether partially or entirely, and requires careful consideration of tax implications, securities regulations, and corporate governance requirements. The agreement typically includes detailed provisions about the shares being sold, purchase price, payment terms, warranties, representations, and various conditions that must be met to complete the transaction. It serves as both a record of the transaction and a legally binding contract protecting all parties' interests.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions: Definitions of 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 met before completion of the sale
6. Completion: Details of when, where and how completion will take place
7. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity to sell
8. Buyer's Warranties: Warranties regarding buyer's capacity and authority to purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Tax Matters: Tax-related provisions and allocations of tax liabilities
12. Notices: How formal notices under the agreement should be given
13. General Provisions: Standard boilerplate clauses including governing law, assignment, and entire agreement
14. Execution: Signature blocks and execution provisions
1. Non-Competition: Restrictions on seller's future competitive activities, used when seller has significant knowledge or influence
2. Earn-Out Provisions: Additional payment terms based on future performance, used when price includes contingent elements
3. Employee Matters: Provisions regarding key employees, used when retention is crucial
4. Intellectual Property: Special provisions for IP rights, used when IP is a significant company asset
5. Environmental Matters: Environmental warranties and indemnities, used for companies with environmental risks
6. Regulatory Approval: Provisions regarding necessary regulatory approvals, used for regulated industries
7. Break Fee: Compensation if deal fails, used in larger or complex transactions
8. Transitional Services: Post-completion support services, used when seller's ongoing involvement needed
1. Share Details: Details of shares being sold including class, numbers, and certificates
2. Company Information: Key details about the company including corporate records
3. Warranties: Detailed warranties and representations
4. Financial Statements: Recent financial statements of the company
5. Material Contracts: List and copies of important company contracts
6. Properties: Details of company's real estate and leases
7. Intellectual Property: List of IP rights owned or used by company
8. Employee Information: Details of employees and their terms
9. Completion Requirements: Detailed list of completion deliverables
10. Disclosed Matters: Issues disclosed against the warranties
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