Stock Sale And Purchase Agreement for the United States
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Stock Sale And Purchase Agreement
"I need a Stock Sale And Purchase Agreement for the sale of 25% of my technology company's shares to a private equity firm, with an earn-out provision based on 2025 performance targets and standard representations and warranties."
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1. Parties: Identification of buyer(s), seller(s), and the company whose shares are being sold
2. Background: Context of the transaction and current ownership structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares and price
5. Purchase Price and Payment: Payment terms, mechanisms, and adjustments
6. Closing: Timing and mechanics of closing the transaction
7. Representations and Warranties: Statements of fact by both parties about key aspects of the transaction
8. Covenants: Ongoing obligations of the parties
9. Indemnification: Protection against losses from breaches or misrepresentations
1. Earn-out Provisions: Additional provisions when part of purchase price is contingent on future performance
2. Employee Matters: Provisions addressing treatment of employee stock options and benefits
3. Non-compete Provisions: Restrictions on seller's future competitive activities to protect business value
1. Disclosure Schedules: Detailed disclosures relating to representations and warranties
2. Share Certificates: Copies of share certificates being transferred
3. Corporate Documents: Key corporate documents including articles, bylaws, and board resolutions
4. Financial Statements: Recent financial statements of the company
5. Material Contracts: List and copies of important contracts affecting company value
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