The Company Share Sale Agreement is a critical legal document used when transferring ownership of company shares in the United States. It serves as the primary contract governing the transaction, detailing all aspects of the share sale including price, payment terms, warranties, and indemnities. This agreement must comply with both federal securities laws and state-specific corporate regulations. It's particularly important for ensuring clear documentation of ownership transfer, protecting both parties' interests, and maintaining compliance with SEC requirements and applicable state laws. The agreement typically includes comprehensive due diligence findings and may require regulatory approvals depending on transaction size and industry.
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1. Parties: Identification and details of the seller(s) and buyer(s)
2. Background/Recitals: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Closing mechanics and requirements
6. Seller's Warranties: Standard representations about the shares and company
7. Buyer's Warranties: Representations about buyer's capacity and authority
8. Confidentiality: Protection of sensitive information
9. Governing Law: Applicable jurisdiction and dispute resolution
1. Pre-Completion Conditions: Conditions that must be met before closing - used for complex transactions requiring regulatory approvals or third-party consents
2. Post-Completion Obligations: Ongoing commitments after closing - used when parties have continuing obligations
3. Non-Compete Provisions: Restrictions on seller's future activities - used when protecting business goodwill is crucial
4. Earn-Out Provisions: Additional payments based on future performance - used when price includes contingent payments
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Company Information Schedule: Corporate details, subsidiaries, and material contracts
3. Warranties Schedule: Detailed warranties about the company and business
4. Disclosure Letter: Exceptions to warranties
5. Completion Obligations Schedule: List of documents and actions required at completion
6. Properties Schedule: Details of company's real estate holdings
7. Intellectual Property Schedule: List of IP rights and registrations
8. Employee Information Schedule: Key employee details and benefits
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